The Marvelous Spiderman
by MarvelWriter03
Summary: Peter Parker continues with the struggles of juggling relationships, work, and school as he protects the city from the likes of several classic villains. How will he handle it when things turn completely upside down? Join Peter, Gwen, Harry, and Mary Jane as they star in this re-telling of the classic hero in a new universe that is nothing less than marvelous. Please Review!
1. Chapter 1: Birth of a Hero

**The Marvelous Spider-Man**

**Notes and Disclaimers**

I do not own the characters used in this story, they are property of Marvel Comics. This is completely created for the entertainment of the readers.

**My Note to the Readers**

Hello, fellow readers! Thanks for checking in to Marvelous Spider-Man! I hope that you will be sticking around often. I have several ideas and plans for the famous hero! If you enjoyed (or didn't enjoy) the story, I encourage you to leave a review! I really enjoy hearing from the readers; I take opinions, ideas, and criticisms of all kinds. I want to make this story as great as possible, and you can help me with that! Now without further ado . . .

**Chapter 1 - "Birth of a Hero"**

_My Name is Peter Parker, I am also known as the Spectacular, Amazing, or even Sensational Spider-Man. No, I am not cocky or self-absorbed, well, not really at least. Those have been the names the many people of New York City have given me. They've also called me names that I would not like to repeat. I was born to the parents of Richard and Mary Parker. They raised me until I was six. They died in a plane crash to Russia though. I don't remember much of them because of their early death._

_My Aunt May and Uncle Ben took me in after my parents' death, and they have treated me just as well as any parent could. They are my parents, with no disrespect to my true parents; I know they would be proud of the way I turned out, thanks to my uncle and aunt. My uncle Ben died over one year ago, the end of my junior year of High School. I will get to that later._

_I obtained my spider-like powers from; you'll never guess it, a spider. However, this spider was genetically enhanced using forms of radiation. The person responsible for this is Dr. Miles Warren. He and Dr. Curt Connors, a person I look up to greatly, run Empire State University, the college I am attending in just a few days. Just before my junior year ended, I went on a tour of their campus just a week before our High School took a field trip to ESU's Science Labs, which is actually a building that covers almost half of the campus._

_Our whole class went to see the wonderful things ESU had been experimenting with. They had sections of reptiles such as lizards, and small mammals. It was at this lab that I had met Dr. Otto Octavius, a brilliant scientist who was, and still currently is, studying fusion. He thinks that he will be able to power the entire city, just by using a small fusion generator. He is very smart, and if anyone can do it, it's Octavius or "Doc Ock" as he is known around campus._

_Anyway, that day of the field trip, they announced that one of their spiders which was being used for testing, had escaped, they even told us to remain vigilant and call for one of our scientists if it had been spotted. No one spotted it, but it had spotted me. As I was looking through the lizard exhibit, it had crawled up my jeans, and onto my shirt, all the way to my hand. I didn't notice it before it was too late. It had bitten me. I gasped aloud, and it flew off my hand onto the floor. Everyone turned to me and stared. I didn't move; I just stood there like an idiot, holding my hand up. I looked around to find this spider, but it was squashed on the floor, thanks to Flash Thompson, who wasn't watching where he was going, as usual._

_I wasn't fully worried about it, but that doesn't mean I didn't wonder what was going on. I felt weird the rest of day. My body sometimes went through periods of intense shaking. I broke a few test tubes due to that. When Connors finally led us to the lab where the spiders were being tested, he explained to us a little about them. He told me that the radiation inside the spider was giving it amazing speed and agility, more than the average spider. It also had some sort of warning system called a spider sense, which warned it of any danger nearby. Some even say that the spider could know what was going to happen, before it even happened, but that was the loony scientists talking._

_I raised my hand and asked the question, "What would happen if a person would get bitten by this spider?" Connors gave me an interesting look, but answered, "Well, that is unsure; we would probably think he would be poisoned by the radiation in the system that would be transferred to the human's bloodstream._

_That's when I began to worry; Dr. Connors even came up to me afterwards asking if I was alright. I knew he was onto me, or knew I had some information, but I just told him I was alright, even though I left the campus right after that. I slowly escaped the crowd of our class, and sneaked out of the labs. I took a cab, and I headed home, however, I never actually made it home._

_I woke up in the hospital the next day. I had no clue what had been going on. My Aunt May and Uncle Ben were there and seemed overjoyed that I was all right. I guess I was, at least. The Spider sent the radiation through my body, I felt it. Why I was still alive, I wasn't sure. That's when the doctor came in. He told me that my blood was as unique has he had ever seen. Gee, you think? They did say however, there wasn't any need for concern, and I could leave._

_When was there any reason to trust a doctor? I was going to conduct my own blood tests at home. I had the skill and the equipment to do so, thanks to last year's Christmas present. Aunt May filled me in on the story on our way home. She told me that someone had found me lying on the street near ESU. They called the cops and ID me, and took me to the hospital. I was there all night, and the doctors and surgeons couldn't figure out what had went wrong with me, because everything was fine._

_Everything was not fine. I immediately went upstairs, passing up dinner, although I hadn't eaten anything in a whole day, I at least could have had some water, but I wanted to know what that spider had done to me. I ran the tests on my blood, looked it over, and was amazed. The average doctor couldn't see the difference, but I know Dr. Connors. My blood had mutated somehow. The radiation transformed it into that of a spider._

_But how did that affect me? The next day, I stayed home from school to rest up. I couldn't rest up though; I wanted to know what had happened to my entire DNA. As I was messing with my computer and blood samples, I began to feel a strange sensation on my fingers. They were tingling as if I had slept on it all night. However, the reason for the sensation was the tiny little hairs creeping out of my fingers. The little hairs on spider enable to it to crawl on surfaces, which is exactly what it enabled me to do. I was able to climb on my own bedroom wall, and even onto the ceiling._

_Over the week I began to develop strength and agility. I mowed the lawn twice as fast, and clean my room three times as fast. My aunt and uncle were very impressed with my productivity lately, but that wasn't the real kicker. It wasn't just a little strength, and speed. A very curious Peter Parker lifted up the back end of my uncle's car. I was able to dodge the small rocks that the brat neighbor always throws at me, and to top it all off, I could crawl on walls, All I needed was the ability to string web, and I'd be an actual spider man. _

_I thought I was amazing. The last month of high school, I focused more on my new grown powers than school itself, I ended up with an A- in Social Studies, and the teachers were shocked. I then thought to myself, what I could do with these powers I have gained. They shouldn't go to waste like that. I saw an ad in the Daily Globe of a wrestling team that had been traveling through the east coast. It would be in New York for three days. I figure, a great chance to try out my new strength, and earn a little cash in the process. Yeah, I was cocky. I was a little skinny kid from Queens hoping to take down professional wrestlers in the ring. Only difference, I had powers._

_Uncle Ben had dropped me off at the library that next Saturday. I told him I was going to study for the finals in the next few weeks. I never lied to Uncle Ben, but I couldn't tell him what I was really doing. After he left, I went across the street to where the wrestling match was held. Once you stepped foot into the building, the whole rush of yelling and screaming hit you like a hammer. Most of the crowd, if not all of them, looked drunk out of their minds, and they were all chanting, "CRUSHER! CRUSHER!" I figured he was the winner that I would have to face._

_I signed myself up as someone to fight him. I was the shortest, the smallest, and the weakest looking in the line of fighters. They looked at me like I was nuts, hell, maybe I was! I was next on the list though. The man who last fought him suffered a broken collarbone, wrist, and leg._

_I actually began to fear what I was doing, but I was called next – The Spider-Man. Yeah, that name was cheesy, but it fit me. I crawled into the ring wearing my red sweater and blue sweatpants. I wore a black ski mask over my head and tennis shoes on my feet. I looked like a complete dork. The guy in front of me, Crusher, wore nothing but wrestler tights. He never said anything when I entered and he didn't need to. His muscles did the talking for him and they said, "I'm going to break you like a toothpick."_

_They sent us to our corners. The people in the crowd were laughing, mocking, and yelling at me. They were also puking up all the alcohol that was in their system. When the bell had rung, my head suddenly got this tingling sensation. Almost like the feeling I got when the hairs started growing. At first I was confused, but then I realized what was going on. It felt like time had slowed down. I looked both ways before the Crusher even began his fast charge toward me. I quickly dodged to the right of the ring, and his uncontrollable speed sent him crashing into the corner of the ring._

_I was fast, faster than before. My powers were growing every day; I now even have this warning system in my head! I went to the opposite corner, and signaled him over with my hand. I didn't exactly know where that came from, but I was into this fight. He walked over this time, and went for a punch, but the spider sense warned me before he even attempted it. I dodged my head to the right when he went with a left hook, and vice versa._

_I then crouched down below and slid under his legs. I ran into the cords on the other side of the ring, and pushed back as far as my strength would allow me. Crusher turned to face me with an evil look in his eye. I lifted my feet off the ground, and I flung feet first, right into the Crusher's chest. I could feel the impact through my legs. I charged at him with all the power I had. He fell hard into the ground, and I was able to catch my balance by jumping off of his chest, and doing a flip into the air. Yeah, I know, that was a little showy._

_I had won though. The host of the match declared me a winner of a thousand dollars. A thousand dollars – I said it to myself over and over in that ring and I still didn't believe it. I collected my money from the man in charge of the place. It was pocket change for him, but for me, it was more than I've had my whole life. I turned around and bumped shoulders with a creep in a hooded jacket. I didn't really care what he was doing there; I just looked at my money, and left the arena. As I changed back to my street clothes from the locker room and put my mask into my backpack, I heard some yelling down the hall._

_Two police officers were chasing down the guy I had bumped into. I watched him go by and dive out the two-story window. The officers saw him in a dumpster down below; they doubled back, and ran down the stairs. I watched this happen before my eyes, and as I pulled the backpack over my shoulder, the owner of the arena grabbed my arm._

"_What the hell was that?" He yelled_

"_Hey, the cops had him." I pulled my arm away, and walked away as he stared me down._

_Yeah I could've helped, but why should I have gotten involved? I had nothing to do with the criminal or the owner; I only came for the money. I left the arena and headed back to the library to wait for Uncle Ben._

_However, across the street there was something going on. There were two cop cars, and a crowd of people circling around something. I didn't know what was going on, but as I got closer, my heart began to race. Somehow I knew something was wrong. I approached the crowd and pushed my way to the front and lying on the ground with blood running from his shirt was my Uncle Ben._

_I quickly leaned down and grasped his hand._

"_Peter . . ."_

"_Uncle Ben." I said, "Who did this?"_

"_Peter . . . I know."_

"_What?" I said in a shocked tone as tears fell down my face._

"_About you . . ."_

_I stared at him and gripped his hands tighter._

"_Remember . . . with great power, comes great responsibility."_

"_Uncle Ben, No! Uncle Ben."_

_I could feel the grip on my hand loosening. He was dying right before my eyes. I couldn't help it either. I felt helpless and sad. However, another side of me was full of anger and pain. A flood of police cars sped past the library. I slowly stood up, took one last look at my uncle, and ran off in the police cars' direction._

_On my way there, several things went through my head. The fact that my uncle had died, the fact I just got out of a wrestling match, and the fact I needed a faster way to travel than jumping from building to building. I was crying inside my ski mask, but my eyes were focused on one thing, the driver of my uncle's car. Apparently the thief had shot my uncle down for a getaway car. I swore I was going to bring him to justice._

_I arrived at a small warehouse soon after the crook had. I crawled into a window and hid in the shadows of the dark. I only knew two things about this guy. One, he was armed, and two, he would have gone to the top floor._

_I immediately scaled the stairway, and crawled straight up to the top floor. I hid in the corner where the ceiling and wall met in a very dark shadow. There was no way he could have spotted me. I saw him looking out a window, trying to plan his escape from the cops, which had arrived when I did. He held a bag of money in one hand, and a gun in the other. That gun had killed my uncle. I crawled on the ceiling until I was directly on top of him._

_I released my grip on the ceiling and landed right behind him, grabbing both of his arms._

"_What the hell?" He yelled out._

_I pulled both his arms, which caused his body to fall back. He shot his gun out of fear, and it caused me to let go out of surprise. He immediately tried to smack me with his money bag, but my spider-sense warned me. I ducked below, and the weight of the bag caused him to lose his balance. I punched him straight in the jaw. He dropped his gun, and I kicked it away from him._

"_Please, I'm sorry, just don't kill me."_

"_Why shouldn't I? You took the life of an old, innocent man!"_

_I grabbed him by the collar of his shirt, and pulled off the mask that covered his face. It was the crook that stole the money from the arena manager. The one I should have stopped. If I had stopped him, Uncle Ben would be alive right now. It was all my fault. _

_The crook tried to take advantage of my surprise, and pulled a knife on me, but my spider-sense helped me again. I grabbed his arm, and twisted it, causing him to yell in pain. I turned my head and realized that cops were running up the stairs quickly. I looked back at the murderer of my uncle, and punched him square in the face. I didn't hold back. The murderer was knocked out. The cops finally reached the top floor, and took him in, confused of how he obtained bruises on his face._

_If it wasn't for my uncle, that man would be dead, and I would have blood on my hands just like he did. But I listened to those words, "With great power, comes great responsibility." I will never forget those words, and I will live by them for the rest of my life._

_During the summer, I was able to conduct a chemical attached to a small device on my wrist. The chemical was a sticky, white substance, almost like webbing. I created two small, mechanical switches that would allow me to spray the "webbing" and use it to web swing, zip, and contain criminals._

_I use this power for my Uncle Ben, and because of my Uncle Ben. I hope he's proud of me, because I made the mistakes, and he had to pay for them, and no matter what comes my way, I will deal with it with responsibility, as the Marvelous Spider-Man_

**Next Chapter: The Masquerade, Part 1**


	2. Chapter 2: The Masquerade, Part 1

**The Marvelous Spider-Man **

**Chapter 2 - " The Masquerade, Part 1"**

* * *

The night was dark looking over New York. Not many lights were seen on this late at night. On the outskirts of Manhattan that held two factories, a mutant hid. He dodged the spotlights that were scanning the main yard. He was trapped between the two main buildings of the factory as soldiers and spotlights began to close in on him. With patience, he let the guards pass, and peeked out the backside of the factories. With no one in sight, he ran in the opposite direction of the guards.

He kept running until all that was in front of him was the Hudson River. He turned to his left, hoping to climb the fence that surrounded the factories. He kept running this time. They weren't going to kill him, so he didn't have to worry about them shooting. All he needed to do was keep on the outskirts, and hope to outrun them if he was spotted.

He sprinted along the fence around the factory. The spotlight mainly focused on the inner yard of the factory, however, with his white skin, he was easier to see in the dark. A guard pulled out a gun, and shot just in front of him. The bullet hit the metal beams on the fence, startling him. He looked to his left, and there was a guard. Only one guard, he could handle him, but he couldn't attack him so close to the main yard, or more would engage on him.

The guard called three others that were nearby, and they ran along with the mutant. Closing in on him, they turned on the lights to spot him. The light shined brightly off his skin. They pulled their guns, and surrounded him against the fence. The naked mutant's face was visible now, but all that he had was two yellow eyes, no hair, no mouth, no ears, or nose. His skin was all bare, and white. He thought about what he could do to escape, if he could escape these three guards, he would easily be able to get out before any more showed up.

"We've got him surrounded, tell Stillwell that he's not getting away." the captain said.

The mutant tackled the guard on the radio, to the ground, causing him to drop his gun. The mutant picked it up, and aimed it at one guard, and then another, stopping either one from making a move. Suddenly, his face lost the emotion of anger. His arms flailed to his sides, and he fell face first on the ground. Behind him was an old man. He had gray hair that was turning white on the side of his head. He wore a white jacket with a nametag that read, "Dr. Farley Stillwell" The man was easily in his sixties, but he wasn't held back by his age. He held a tranquilizer gun in his hand. And the mutant had a dart sticking out of his back.

"I wanted to make sure you actually had him." Stillwell said, throwing his gun to the ground "Take him back to the lab, and make sure he is secure this time, I don't want him to have another chance at escape.

* * *

**The next morning, Parker Household . . .**

"Peter? Are you awake?" Aunt May yelled from downstairs

His eyes slowly opened, he looked at the clock that said 8:00 A.M.

"Peter, I don't want to drag you out of bed all this year too!"

"Yeah, I'm up Aunt May!" Peter tried to yell, as he slowly fell off his bed into the floor. Peter Parker, 18 year old graduate of Midtown High. Today was the day he started his new semester at ESU, and while he had a reputation of being late, he hoped he would change that this year. He slipped on his jeans, and put on a dark blue shirt.

He ran down the stairs, skipping one step at a time, "Aunt May? Did you wash the socks?"

Before he even finished his sentence, Aunt May was there holding a basket of white laundry, "Breakfast is on the table!" She said to him, as he put on his socks, hopping into the kitchen.

"Sweet! Pancakes!"

_I swear, Aunt May is the greatest person on the face of this planet. She beats out Spider-Man by a mile. I only wish I could tell her what really happened. My dream last night about how I became Spider-Man, I wish I could just spill it all out to her. But instead, every day, I have to wear my red and blue undies under my true disguise as Peter Parker. _

Peter gobbled down the pancakes within a few bites. He grabbed a drink of milk, and grabbed his backpack that was on the sofa.

"Later, Aunt May!"

"Have fun, dear."

"I will."

Peter left the house and while Aunt May thought he took a taxi cab to school every day, what really happened was he went around the house behind some bushes, and stuffed his clothes into his backpack, revealing his iconic red and blue costume. He slipped on his mask, and zipped across the rooftop houses. Once he arrived at the Queensborough Bridge, he was able to swing his way through Manhattan.

_I can't believe I'm finally starting my college courses, I one step closer to becoming a scientist. It's also great that my best friend, Harry Osborn, is joining me as well. Honestly, I probably have his father to thank for that. He obviously wants his son to follow his footsteps. At least he'll get to party with Flash Thompson all semester. I don't think he will ever grow up._

Within minutes, Spider-Man landed on top of the ESU building. Peter grabbed his clothes from the bag, and put them on over his costume, making sure he was completely covered, he crawled down into the alley where no one would spot him, and entered through the front door.

* * *

**Meanwhile, Empire State University**

Harry Osborn, the 19 year old kid with reddish-brown hair stood in the hallway of Empire State University. He was average height, and had a quiet personality. While he wasn't the most vocal, he could talk when he wanted to. He was talking to Midtown football and basketball star, Flash Thompson. Flash had short, blonde hair. He was just over six feet tall, and entered this university at twenty years old, due to being held back sophomore year.

"So, Osborn, how's life been after high school?"

"Same as during high school, Dad still hasn't let me get my license. He says that's what chauffeurs are for. So I stay in the house most of the day. Dad's gone almost all the time, so I practically live by myself."

"Dude, by yourself? Party at your place next week!" Flash high fives Harry.

"Yeah, maybe, Dad's got some big demonstration he's showing at OsCorp next week. He says he really wants me to be there. I don't know why, he's never cared, and he never mixed parenting and business."

Liz Allen walked up to Flash just then, and he put his arm around her. She had dirty blonde hair. It was curly and in a ponytail.

"Harry, you remember, Liz."

"Yeah, how could I forget? She's all you talked about senior year."

"Can you blame me?"

The front doors opened, and Harry saw Peter Parker walk through the doors.

"Oh, great, Parker's here." Flash said

Harry walked up to him, "Pete! You finally made it, and you're not late!" He joked.

"Yeah, I think I'm going to try this new thing called responsibility this year."

"Come on, I'm sure Flash and Liz are excited to see you."

"If ever . . ."

Harry and Peter walked up to the group.

"Well, look what the cat dragged in!" Flash said.

"Come on, Flash, we're out of high school, think it's time to grow up yet?"

"Speak for yourself, Parker, have you even hit puberty?"

Liz hit Flash in the arm, "Come on, Flash, can't you just let it go?"

"Still upset when I beat you in that fight, eh, Flash?"

"You didn't win! Just because you got one good hit to my face . . ."

"Hey, you asked for it."

"I didn't think you'd actually do it!"

Peter smiled, _I've had my practice_

Peter then looked at his phone to check the time, "Dr. Connors class is starting soon. I have to go. Later."

Peter walked down the hall and to the right. He had been here so many times; he knew the place like the back of his hand.

When he entered Dr. Connors class, he could see many seats; there were only a few people inside chatting.

"Dr. Connors?"

"Ah, Peter, good to see you!"

Dr. Curt Connors, the biggest name of all scientists in New York. He was the one in charge of ESU. He was 46 years old, and had short brown hair. His right arm was gone due to a horrible car accident.

"Find a seat; we're just about to get started.

Peter sat down in the middle of the class. He never liked the back because it's way too hard to hear and pay attention, plus people in the back always were blamed for misbehavior. But then again, he never liked the front, because he was the too susceptible for people in the back to throw things at him, especially Flash.

_I'm finally here. I'll be learning from the man I've looked up to since I was ten. I've never been so excited for school. And . . . who is that?_

Peter's attention suddenly changed to a beautiful blonde headed woman who walked into the classroom.

"Dr. Connors, correct?" She asked.

"Yes, Miss Stacy, you're just in time, please find a seat."

The young woman sat right in front of Peter, who just continued to stare.

* * *

**Meanwhile, The Daily Bugle**

The Daily Bugle, the second highest newspaper chain in New York, behind the Daily Globe, was Peter Parker's place of work. Although he worked freelance through high school, Joe Robertson, or Robbie, told him he may be able to make a deal for higher pay and a more permanent job. Robbie was a 45 year old, African-American Editor-in-chief. He was probably known around the office as a peacemaker, or someone who could easily calm down Jonah.

Although Robbie is definitely someone who can get through the Jonah, it may not be as easy to get Peter a raise. Jonah has always been suspicious of Peter, and how he is able to get such easy pictures of Spider-Man. Especially since the way Jonah thinks of Spider-Man, which is nothing but a menace. Why Jameson has always felt this way is unknown to everyone, but the flat topped, fifty year old will stop at nothing to bring him to justice by doing his part as a newspaper publisher.

The elevator doors opened, and Betty Brant, the secretary to Mr. Jameson, looked over while on the phone, and saw the face of Peter Parker. Betty smiled at him from a distance, while finishing off her phone call.

"Peter!" She said happily, running over to hug him. Peter kept a stale look on his face though, "Hi, how are you?" he said with a dull expression.

"I'm great; I thought you started your classes today? What are you doing here?"

"They were canceled; I actually came in to speak to Jameson."

"Oh, well, he's right where you left him."

Peter walked toward Jonah's office, Robbie acknowledged him with a hello, but Peter ignored him as he walked into J.J's office. Betty then approached Robbie, who held a cup of coffee in his hand.

"What's up with Parker? I thought he started classes today?"

"He said they were canceled."

"Canceled . . . on the first day?"

"I don't know, Mr. Robertson, but he doesn't seem like himself."

"Mr. Jameson!" Peter said. as he walked into his office.

"Parker! What are you doing here? I hope you have pictures!" Jameson yelled, as he was going over papers on his desk.

"Sorry, I don't have any." Peter said, closing the door.

"Then why are you here!"

"We need to talk." Peter locked the door.

"Parker, what are you doing?" Jameson yelled.

"I need to know how your client Peter Parker gets those pictures of Spider-Man."

"Why are you talking in the third person?"

"Tell me! How does he do it?"

Peter slammed his fist on Jonah's desk.

"Parker, have you lost your mind?"

Peter then walked around the desk to Jonah, and grabbed him by the collar, "We have something in common J.J."

"We have nothing in common; get your hands off me!" Jameson struggles, but he can't remove Peter's hands.

"Oh, I believe we do." Suddenly, Peter's skin turned a pale white, and his whole facial expressions morphed to look just like Jameson's face, "You see, beside our looks, we both have something else in common. We both want Spider-Man. Now I need to know how to get to him, so tell me, how does Peter do it?"

"What the hell are you, some kind of mutant?" Jonah yelled.

"You could say that." The mutant threw Jameson over the desk and across the room. Jonah quickly crawled up and reached for the door, trying to unlock it. The Mutant quickly walked over and grabbed Jonah's shirt, pulling him back.

"Look, I swear, I don't know anything; Peter's kept his secrets since day one! Now if you will be so kind to leave my office!"

"You can't tell me you aren't somewhat interested that we are going after Spider-Man." He said menacingly.

**

* * *

**

Hours Later at ESU . . .

Peter stood in the halls of ESU, looking around, holding his backpack. He finally spotted the person he was looking for, "Harry . . ." He said, trying not to draw too much attention.

Harry heard him and walked over, "What is it?"

"Who is that?" He pointed to Gwen Stacy, who was on the other side of the hall talking to Liz.

"Liz? She's Flash's girlfriend, remember, you just . . ."

"No, you bonehead, the hot one she's talking to."

"Gwen?"

"Gwen . . ."

"Why, you like?"

"She sat in front of me in Doc Connors class."

"Lucky view . . ."

"You're telling me."

"Well, while you gawk at your fairytale dream girl, I'm going to lunch with my dad, you want to join? I could use something to kill the awkwardness between us."

"I would, but I have to go to the Bugle, I've been out for a few weeks now, so it'll be fun to get back; your dad is taking you to lunch?"

"Yeah, he's been acting differently lately, like; he actually wants to be a father!"

"Awesome, Harry."

"Yeah, kinda, He almost puts it on too strong."

"Well, good luck."

**

* * *

**

Back at the Bugle . . .

The mutant in the form of peter left Jameson's office. Betty called for him, but he just looked over and stared at her on his way to the elevator. As he stepped in, and the door was about to close, he blew a kiss at her.

"Ah, the nerve . . ." Betty said to herself, quickly turning her head away from Peter.

The mutant, alone in the elevator pulled out his cell phone and hit a speed dial number.

"Jameson said he didn't know anything." The mutant said, still in the form of Peter.

"Damn, I thought we would be able to squeeze some info out of him."

"It's okay, I think we got through to him . . . So, now what, do we go after the Parker kid?"

"No, I don't want you to compromise yourself to anyone else in the Bugle; Jameson is the only one who knows, right?"

"Yes."

"Good, he is the only one I want."

"So, now what's the plan?"

"Something a little different that will definitely attract Spider-Man."

**

* * *

**

Angelo's Pizza place, minutes later . . .

Harry walked into Angelo's Pizza, and saw his dad sitting down in a bench by the window.

_Here we go . . ._

"Hey dad." He said, throwing his bag into the bench, and sliding in.

"Hello, Harry." Norman said. Norman Osborn wore a black suit, with a red tie. He had reddish-brown hair like Harry, and had a stern face. He owns Osborn Corporations, or just OsCorp. He designs many chemical and mechanical inventions, and is one of the most well-known industrialists in the U.S.

"So, how was the first day at ESU?"

"It was fine; school is as boring as ever."

"Of course, but it plans the road for your future."

"Yeah, yeah, I know."

The waitress came up, she couldn't have been over 20, she was part Asian, and had black hair with a purple streak going through her bangs, "Hey, welcome to Angelo's Pizza, my name is Sha Shan, can I get you gentlemen anything to drink?"

"Water." Norman said simply.

"Iced Tea." Harry said.

"Alright" She said and left the table.

"Iced Tea, just like flavored water, right?" Harry tried to joke.

Norman just nodded as his phone went off.

"Oh great, more business."

"One moment, son."

"Of course . . ." Harry said.

Harry looked out the window and saw a young child holding a balloon in one hand, and his father's hand in another. The child was so happy. He was laughing and pointing out things to his dad. The waitress then returned holding the two drinks, "Here is your drink."

"Thanks . . ."

"You alright?"

Harry turned to face Sha Shan, "No . . ."

Minutes Later, Norman returned to the table, "Sorry, Son, Dr. Stromm called, you know how important he is to OsCorp."

"More important than I am to you." Harry said, staring out the window.

"What?"

"Face it, dad, ever since Mom died; all you did was focus on your precious business. That's all you ever focused on."

"I'm here with you now, Harry." Norman's voice began to get stronger.

"Yeah, one lunch, and I won't see you until next week." Harry turned to face his father, "I was surprised that you remembered that today was the first day of ESU."

"Harry, I love you, I've sent you to the best high school, and the best college in Manhattan. I've given you everything you need."

"You can't buy love."

"I will not sit here, and be lectured by my own son, on love!" He yelled. People began to look around.

"Dad, people are looking."

"I don't give a ****! If you don't want to have a nice lunch with me, then I'm going back to my precious business!" Norman shoved the table, quickly removed himself from his seat, and left the restaurant.

"Oh no . . . no, no, no, no!" Harry quickly ran outside, and looked to his left and right, but couldn't spot him anywhere.

**

* * *

**

Meanwhile, Back at the Bugle . . .

Peter walked out of the elevator, and entered the top floor of the Daily Bugle, "Hey, guess who's back!"

Peter looked around as no one even approached him, "Glad to know I was missed." He said as he walked to Betty.

"Hey, Betty, I'm sure you missed me, right?"

"Missed you? Nothing much to miss in a few hours."

"What?" Peter said confused.

"Betty, can I have the segments for page 4?" a person yelled from a few cubicles down.

"Oh, and I don't talk to jerks." She said, leaving her desk, holding papers in her hand.

_What the heck was that about?_

Peter turned around and saw Robbie Robertson, "Hey, Mr. Robertson, thanks for giving me those last two weeks to prepare for ESU, how you been?"

"Oh, now you want to talk?"

"What?"

"Sorry, Peter, but apparently two weeks can change a person dramatically."

"Why is everyone pissed off at me?"

Betty returned after giving the papers away, "How do you not know? You acted like a jerk this morning."

"This morning? I was never here!"

"Peter, I ran up and gave you a hug, and you just completely shoved me over for J.J."

"Jameson saw me too?"

"Yes, remember? You asked for him! Did you get hit in the head after you left?"

"Ugh . . . I was never here."

Peter walked into Jameson's room, "Look, I told you, I don't know anything." Jameson said with a snarl.

"Know anything about what?"

"Don't play games with me you, you mutant!"

"Mutant?"

"Yeah, go ahead and do that face trick, thing again.

_Wow, what in the world is up with everybody? Apparently I was here this morning, and I do some kind of face trick? I have to convince them that I wasn't here somehow._

"J.J. listen, I was at ESU today, remember? Today was my first day there, I'll even call Connors for you, and he'll tell you."

Jameson suddenly came to realization. He walked past Peter, and closed his door, "It's really you, Parker?"

"Yes, it's really me, Jameson; now what the heck is going on?"

"Some guy came in here posing as you."

"The guy couldn't have looked just like me."

"This wasn't a normal person . . . he was like a mutant! You know like the ones you hear of on the news."

"A mutant?"

"Yes and he changed his face and morphed it into mine and back to yours, it was disgusting!"

"Your face?" Peter smiled

"No, Parker!" Jameson yelled at his joke.

"He wanted to know how you got your pictures, and I couldn't tell him, because, well I don't know!" Jameson explained.

"Where did he go?"

"I don't know, he just left."

"You have to tell the others it wasn't me then, apparently, my copycat was a real jerk!"

"No, you see, he's after Spider-Man! If they can finally take that no-good vermin down for good, an assault on me is a small price to pay!"

_Wow, J.J. and just when I thought you couldn't get any crazier._

Peter left the office confused.

_So, someone is trying to get to Spider-Man by being . . . me? It's a better plan then they think. My fear is that he didn't really leave the Bugle, and he is still here, trying to get me. I really need to be careful._

Suddenly, a news station on the television in the corner of the room caught Peter's attention.

"Breaking news, many of those who thought Spider-Man was a hero will be disappointed, as we speak, he is in the act of holding the whole Midtown Bank hostage. Sources say that there are five gunmen in there along with three civilians, while Spider-Man himself is emptying the vault. Cops have surrounded the bank, but are told if they enter, they will kill the civilians, we'll have more on this story as it unfolds.

_I guess he's not at the Bugle._

**Next Chapter: The Masquerade, Part 2!**


	3. Chapter 3: The Masquerade, Part 2

**The Marvelous Spider-Man**

**Chapter 3 – "The Masquerade, Part 2"**

**

* * *

**

Previously . . .

A white-skinned mutant was being held at a small factory, he was then taken to a lab by Dr. Stillwell. While Peter and Harry start their first day at ESU, along with other friends, someone with the ability to change his appearance takes the form of Peter at the Bugle, and attacks Jameson. Harry has a fight with his father, but when Norman leaves the restaurant, he can't find him. Peter falls for a student in Connors' class, Gwen Stacy. Later, when Peter arrived at the Bugle, everyone was angry at him for his copycat's attitude. Jameson explained it to Peter though.

* * *

Spider-Man swung towards the Midtown Bank, hoping to stop the Spider-Man imposter. As he approached, he could see several police cars parked out front, keeping the area clear. Spider-Man landed on the roof of the bank. He then found a small vent cover. Spider-Man broke it open and crawled in through the ventilation system.

_Man, it's tight in here; I gotta lay off the Doritos._

After many twists and turns, he finally arrived to a vent cover that he slowly began to break off, hoping not to make any noise. He used his spider-sense to discover that there was one guard to his right. Spider-Man dove out of the vent, and was ready to shoot his webbing. The guard was facing away from him though.

Spider-Man zipped up to the ceiling silently, and webbed him up from above. The crook was completely tied up from his feet to his mouth. The gunman looked up and saw Spider-Man, who waved at him. He continued crawling toward the stairs. He crawled through the stairway, and poked his head around the wall. He saw four gunmen and three civilians down on the ground, who the gunmen pointed their weapons at.

_I have to make sure these civilians don't get hurt, but how can I get them out?_

Spider-Man placed a camera in the corner of the bank, and webbed it into place. He then looked around the room, and at the gunmen. He noticed that the gunmen not only had big weapons, but had grenades, smoke screens, and knives. They were professionals and knew what they were doing. Spider-Man crawled onto the ceiling of the first floor. He shot two web shots at two of the gunners smoke grenades, and pulled the ring, causing smoke to release throughout the bank.

"What did you do?" One gunner yelled.

"I didn't do it!" the other responded.

Several web sounds are heard, but no one can see what is happening. The smoke cleared up after a minute, and the civilians were gone.

"Where'd they go?"

"Boss man's gonna be mad!"

"Oh, I'm real mad!" A voice yelled from the back of the bank. Suddenly, Spider-Man ran and swung into one of the gunners, causing him to fly through the bank's front doors. Glass was shattered throughout the bank and outside.

"It's Spider-Man. I knew he'd come!" One gunman yelled.

"Shoot em!" Another one yelled.

Suddenly, bullets were flying toward the web slinger; however, for Spider-Man the bullets were practically going in slow motion. He was able to dodge them, and then jump into the air, shooting two web lines to two gunmen, and pulled away their weapons, he landed on the ceiling. Suddenly, his spider-sense went off once again, the third gunman from behind began to shoot his gun. Spider-Man fell from the ceiling and webbed his gun, throwing it into the second gunner.

He then jumped into the air, and webbed the first and third gunman and slammed them into each other. He webbed them up together, and walked up to him.

"Sorry to interrupt your party here, but the guests didn't look very comfortable."

With the push of a finger, the two tied up crooks fell to the ground, unable to move.

The second gunman in front of the vault stood behind Spider-Man, and pointed at him. Spider-Man turned to face him.

"Don't move, I'll shoot!" he yelled.

"Really, after all you just saw, you still think that's going to work?"

Spider-Man did a flip to his right, and jumped toward the wall above the vault. His gun began firing, but Spider-Man was too quick. He bounced from above, and punched him in the back of the head, knocking him out. Spider-Man turned around to face the vault, when he saw another Spider-Man inside.

The imposter turned to face him, carrying three bags of money.

"I have to say, you are one handsome fella!" Spider-Man said to him.

The imposter dropped the bags of money, and ran toward Spider-Man. Spider-Man stood his ground though. The imposter came to him with punches and kicks with a kung fu style. Spider-Man either blocked or dodged them with his speed.

"You can fight, I'll give you that, but there's one advantage." Spider-Man blocked his kick, "That I have."

Spider-Man blocked a punch and jumped in the air to avoid a kick. He shot two web bullets one after another, but the imposter cart wheeled away from them.

"Nice!" Spider-Man commented.

Before he landed on the ground, he shot a web line to the ceiling, and swung toward him. The imposter dodged his kick, and grabbed onto his leg, and pulled him down. Spider-Man hit the ground.

"Okay, so I underestimated you a little."

Suddenly, the Spider-Man imposter's face and costume completely morphed size and color, and he turned into the white mutant with black, skintight clothing covering the bottom half of his body.

"Okay, maybe a lot."

The mutant punched into the ground, but Spider-Man jumped up just in time to dodge. His punch left a small dent in the tile.

_This guy actually has some power behind him. I wonder what he wants._

"So tell me, what's your story?"

The imposter ignored him. He instead lunged toward Spider-Man. Spider-Man ducked, adn using his momentum, he threw him over his body, and into the service desk.

"You don't talk much, do you?"

The mutant recovered from the throw, and was ready to fight again, but suddenly, four police officers barged in through the front. Captain George Stacy led three other cops behind him, Stan Carter, Jean Dewolffe, and Jason Macendale.

"Took you guys long enough." Spider-Man said.

"Hands over your head, Spider-Man." Captain Stacy said.

"No, you don't understand, he's the real thief!" He pointed to the mutant. But when he looked over, he was an old man, curled up against the service desk.

"Carter, Macendale, get the civilian." Captain Stacy told them.

Dewolffe and Stacy pointed their weapons at Spider-Man.

"No, this is all a big misunderstanding! That guy right there, he's a . . ."

"Be Quiet and don't move."

"Ugh!" Spider-Man grunted in frustration and web zipped toward the stairway. The cops began shooting at him, but he was too quick. He zipped up the stairway, webbing up his camera to him on the way, and ran toward the vent.

"Captain Stacy!" Dewolffe said.

Captain George Stacy ran up the stairs quickly, but Spider-Man was long gone by then. Stacy observed the broken vent, but noticed more the gunman webbed up, struggling to get out.

"Interesting . . ." He said to himself.

**Outside . . .**

Spider-Man perched on the outside of a building looking over the bank . . .

_This is great, now everyone thinks I am a big crook. I tell you, all the great things I've done, and "I" do one wrong thing, and now their shooting at me. That mutant guy is gone and I don't see any sign of him . . . man, I bet J.J. is laughing his moustache off right now._

**

* * *

**

The Bugle

"Look! Spider-Man's robbing a bank! It's true!" Jameson yelled throughout the Bugle, excited as ever.

"J.J. isn't it kind of weird that he would suddenly become a criminal, there has to be more to the story." Robbie said.

"Doesn't matter, I was right, and now New York will eat the Bugle's words!" He said menacingly, "Robbie, clear the front page! We're going to make that bug the most hated person in town!"

"Jonah, I think if we just wait for reports . . ."

"Reports, my ass, we're gonna take that web slinging menace down once and for all!"

Jonah walked back into his office with a cocky strut. Betty got up from her desk, and walked over to Mr. Robertson.

"I've seen that face before . . . what are you thinking?" Betty asked

"I'm thinking that it wasn't the real Spider-Man . . . because even if he was a criminal, I couldn't see him using henchmen and taking hostages. It just doesn't fit his persona."

"I'm sure Peter has the pictures of the robbery, maybe he'll bring us something . . ."

"Can't count on Parker to be on time though." Robbie began to think; he looked around, and then walked over to a corner cubicle.

"Yes, okay great, thanks!" The man at the desk said on the phone, he then turned his attention to the two people walking up to him, "What's up, Mr. Robertson . . . Betty." The man smiled at Betty flirtatiously.

"Hey, Eddie, so tell me, do you think you've been trapped at this desk for too long?"

"Yes, I'll do it!"

"Eddie, you don't even know what you're doing yet."

"As long as it's not cleaning the restrooms, I will do almost anything."

"Alright, I need you to go to the Midtown bank and see if you can get any pictures or evidence of who was behind it."

"Spider-Man was; news broadcast said so."

"Robbie doesn't think that it was actually Spider-Man." Betty added.

"Well isn't that Parker kid on the job of getting Spider-Man? I thought he was even going to get an upgrade from freelance."

"You know Peter, he'll have the photos here by tomorrow, and we need them now." Robbie said.

"And why me?"

"Because, behind Parker, you're probably the best photographer and reporter we have, and we need info as soon as possible."

"All right, you can count on me!"

**

* * *

**

Later that night, at the Parker household . . .

Aunt May sat on the couch watching the television as Peter came in through the front door.

"Peter, how was your first day?"

"It was great Aunt May, how was your day?"

"It was fine, Peter, Anna Watson and I went out for a nice lunch, and I met her niece that was staying in town with her, Mary Jane. She was a very nice girl, Peter, but I was more worried about you though."

"Why is that?"

"Spider-Man has robbed a bank! And I know you're always trying to get his pictures. He had hostages and everything!"

"Aunt May, I'm pretty sure it wasn't the real Spider-Man."

"But how do you know?"

"Well, I honestly couldn't tell you, just a gut feeling."

"Just be more careful around, I don't want him get you in trouble."

_Yeah, that is never gonna stop happening . . ._

Peter went upstairs and sat down at his desk. He pulled out his camera from his backpack, and connected it to his computer using his cable.

Peter went through about fifteen pictures that were taken on the automatic setting. Half were with him fighting the gunmen, and then about half fighting the mutant as the Spider-Man imposter.

_At least I have pictures of the two Spider-Men that should at least somewhat prove that one of them was a fake. I wonder if . . ._

Peter skipped to the very last picture on his memory card, and it showed Spider-Man on the ground, and the white mutant standing above him.

_This is right after he changed faces. I wonder how he did that. The strange thing is – the guy had no nose, no mouth, he didn't even have any ears. So the only way he'd be able to communicate is when he is imitating someone else._

Peter continued examining his picture.

_Hello what's this?_

Peter zoomed in on the picture, focusing on the mutant's right forearm.

_What is that black mark? . . . Come on, focus . . . There we go . . . hmm; a bunch of random numbers and letters. M2g34b . . . as a future scientist and experimenter, I know what those numbers are. He's a category for test subjects. That's the kind of code Dr. Connors uses for his rats and lizards, to keep them all organized among the different types of injections or tests that he uses on them._

_This mutant isn't even an actual mutant, he was created this way, and I bet he's not working under his own free will. Now all I have to do is figure out whose control he's under. The biggest chemical and industrial place that would even consider doing tests on people would be OsCorp, but I can't see them being behind such a drastic test like this, even with Norman in control. Now, who else in New York owns big companies and scientific labs?_

_There's OsCorp, and ESU, and I know we're not doing anything like this . . . and then there's Roxxon!_

_Of course, Roxxon has been known for its dangerous experiments in the past, Justin Hammer even went to jail for six months because of his involvement with experimenting with human DNA illegally._

Spider-Man grabbed his mask from out of his backpack, "I think I should pay a visit to this Mr. Hammer." Spider-Man said as he swung out of bedroom window.

**

* * *

**

The crime scene at Midtown Bank

_So this is what Peter does every day . . . tracks down this Spider-Man guy to different places, and just snaps photos of him._

Eddie thought to himself as he took numerous pictures of the scene that took place just a few hours ago. Eddie was of a bigger build. He wore a leather jacket over a red t-shirt and jeans and on his head, wore reddish-blonde hair.

Eddie examined the bank area as the police were just taking care of last minute business, "Son, you're with the Bugle, right?" Captain Stacy said.

"Yes sir, Eddie Brock." He offered his hand, and Stacy shook it.

"Great, well, we're packing up here, so you're going to have to leave."

"Okay, just let me get a few more pictures."

Eddie walked up the stairs and saw the vent cover which was broken off of the wall. He snapped a picture of it, and then also some pieces of webbing that was slowly dissolving on the floor, as if someone was tied to the ground.

"Interesting . . ."

Eddie came back downstairs, and saw a piece of webbing in the corner of the bank very close to the stairs. He reached his hand out and grabbed it. The webbing dissolved right in his hand.

"Captain Stacy!" Eddie yelled.

"Do you have any info at all on what may have happened here? I've noticed the vent cover taken off, meaning Spider-Man broke in, but there was also webbing on the floor."

"Spider-Man did use the vent to escape, and possibly to enter, the webbing on the floor was a gunman who was completely tied up in it."

"A gunman was webbed up?"

"Yes."

_Robbie will be happy that he still has his hero, J.J. wont._

Eddie left the bank as the police finally filed out of the bank, finished with their crime scene.

_So, all the gunmen we're beaten, and Spider-Man disappeared. What it looks like to me was that Spider-Man defeated all the real goons in the place, but that wouldn't get me too friendly with Jonah . . . perhaps I can twist the story a little bit to fit J.J's motive._

**

* * *

**

Osborn Mansion

"Yes, I know for sure, Dad has never yelled at me like that." Harry said over the phone

"But the doctor said it wouldn't return!" The man on the other line replied.

"Listen, Dr. Stromm, I know what the doctor said, I also know my father, and know that he would act like that. It's too strong, even for him. Just watch out . . ."

"Okay . . ." Dr. Stromm said, hanging up his phone. Dr. Mendel Stromm, Norman Osborn's top scientist next to himself, hung up the phone. He was an elderly man as shown by his balding white hair and wrinkled face. Suddenly, Norman entered the lab he was in.

"Norman! How are you feeling?"

"I feel fine, Stromm, why?"

"Just making sure, we can't make an anti-gravity device if one is sick."

"Don't worry Stromm, I feel great!"

Norman walked into the test labs where inside there was an amazing device. A gliding mechanism that was about ten feet long had small foot holes even length apart and a small device up front that was similar to the face of a demon. The eyes of it glow a red.

"How's the weapon system coming along?"

"It's going great sir; this small glider will send Tony Stark running."

"Good, I want the missiles and blades set in as soon as possible!"

"I thought you said you weren't going to . . ."

"Well I changed my mind! I am the owner of this company, and I'll get what I want!" Norman screamed at them.

Dr. Stromm stood in the back, his heart began pounding faster, _No, Harry was right . . ._

**

* * *

**

Roxxon HQ

Justin Hammer, Owner and CEO of Roxxon Industries, sat at his desk located on the top floor of Roxxon Headquarters. He had black hair and a long face. He was probably around fifty years old.

Hammer was filling out some paper work when, suddenly, he heard a noise on his window. He looked to the left, where the noise was heard. He didn't see anything, but he stood up from his desk, and walked over to the window, where he could see most of the city.

"Probably another dumb bird."

He turned around and was startled at the appearance of Spider-Man, hanging upside down from the ceiling.

"Ah! You're going to give an old man like me a heart attack."

"Tell me, Hammer, what is going on at your labs."

"Now what would interest you in my labs? Can I get you something to drink?"

"Thanks, I'm fine though." Spider-Man said seriously.

"So what do I owe this very rude break in?" Hammer said, walking back to his desk.

"I think you know . . . I want to know more about your little experiments on humans."

"Now how would you know about that?"

Spider-Man landed on the ground, and threw two pictures on his desk. One was a picture of two Spider-Men fighting, and the other was an enlarged photo of the mutant's forearm. The numbers were clearly visible.

"Ah, Subject M2g34b, the Chameleon project . . ."

"Is that what you call it?"

"I am not a monster, if that's what you're thinking."

"Are you a telepath?" Spider-Man asks.

"Dmitri Kravinoff, the man in that picture there, was a prisoner. He was jailed for his attempts to spy on America ten years ago, for the Russians. I approached him and told him I needed him for an experiment. So we brought him in. He technically volunteered for the process. We took the mutant DNA from another mutant, and we were able to transform him."

"You're keeping mutant prisoners!"

"We had to get the DNA from somebody."

"Of all people, why Dmitri?"

"Because I knew he would do anything to get out of prison, he already had amazing fighting abilities, and as I can see by these pictures, abilities that can match yours. I took him to my Roxxon labs, and left the rest to my staff. I haven't heard much from them. They've been giving be small updates, but while the Chameleon was what we were testing, you were our main target."

"Me?"

"You have amazing abilities Spider-Man, abilities which we want to know more about."

"You could have just said please."

"It wouldn't have been that easy, but since you came here anyway."

Spider-Man's spider-sense suddenly went off as Hammer pulled a gun out of his desk drawer. He shot it at Spider-Man, but he jumped to the right to avoid the dart.

"Tranquilizer . . . kind of low tech for you Hammer."

Hammer reloaded his next dart, but Spider-Man shot a web line at his gun, and yanked it away from his hands. He then pounced onto his desk.

"Now, where are those labs?"

**

* * *

**

Roxxon Labs, about an hour later . . .

Spider-Man arrived at the factory. There were two main buildings and two soldiers sitting at the lookouts with spotlights scanning the main field.

_Pretty beefed up security for a small factory, I wonder how to get to the underground labs._

Spider-Man jumped over the fence that surrounded the factories, crawling on the outer side and toward the back of the factories where there were no spotlights. He hopped the fence and entered through the back door.

_I'm usually not one for doors, but no spider-sense so, I'll make an exception._

Spider-Man immediately jumped onto the ceiling when he entered the factory. He crawled into the main part of the factory, which was a factory assembling small action figures.

_A toy factory . . . Nice disguise! Now what looks like a suspicious secret entrance to underground mutant testing labs?_

Spider-Man saw an old man holding a clipboard enter through a small door leading to a stairwell.

_Not very suspicious, but okay!_

Spider-Man stayed high on the ceiling, avoiding any detection from anybody down low. He looked around to make sure it was safe. He fell down from the ceiling, and quickly entered the stairwell, which was a spiral staircase that led downstairs.

_Spiral staircase . . . creepy_

Spider-Man poked his head around to see what was down in the secret room. He saw two holding cells on the right, both of them containing a person. In the middle of the room was a table, probably for testing the subjects. On the left, there were small counters covered with papers, test tubes, blood samples, and even on the left wall, there were papers stuck on the wall of diagrams of the human body, and other notes.

_Damn, these guys are serious . . . time to play the hero._

"Well, Chameleon, turns out things went pretty well, but we're going to beef up your abilities I took from sweet Raven over here.

"You'll die for what you did, bastard." The woman in the other cell said.

Spider-Man shot a web line at the doctor and web up his arms to his sides.

"Spider-Man!" Stillwell yelled.

Spider-Man hopped over to the cells and broke open the two door cells.

"Never thought I'd be breaking out people from jail."

Stillwell turned around to the table, and even with his tied up arms, he was able to grab a small device on the table. The device was just a simple box with a button on it. He pressed the button, and Chameleon charged out of his prison and into Spider-Man, smashing into the counter, sending papers and test tubes flying.

"Dmitri, stop, I'm here to help you!"

Spider-Man stared right into his bright yellow eyes. Chameleon held him to the counter, and went for a right hook. Spider-Man grabbed his fist, and pushed Chameleon off of him.

"Too late Spider-Man, he's under my control, and nothing will stop him from fighting."

Suddenly, Stillwell was knocked over, causing the box to slide over toward Spider-Man. Spider-Man turned around to see a woman. She had a beautiful blue skin, and wore nothing but skin tight black shorts and top. Her hair was a deep red, and her eyes shined a bright yellow.

_That must be the mutant they used to create Chameleon._

Stillwell was lying on the ground, his arms still tied to his waist, "Raven! No!"

Chameleon continued to fight in his kung fu style, and even hit Spider-Man a few times, but he wasn't strong enough to do any damage. Spider-Man shot the web of Chameleon, tying him up from his arms to legs.

"Struggling will only make it worse!" Spider-Man said to the Chameleon who was trying to break free.

He grabbed Dmitri, and pulled him over so he would lean against the wall. He then grabbed an upset Stillwell.

"Now I hope that this teaches you not to mess with other people's DNA anymore."

"Please Spider-Man, you can't tell me that you're not at all interested in mutant genetics? Just think, the whole race of human beings could be wiped out because of these creatures."

"Studying them is one thing, using them for criminal activities and kidnapping is another. I hope you enjoy your cozy little cell in jail."

He threw Stillwell to the ground, next to the Chameleon, who gave up on trying escaping. Spider-man then turned to face the blue mutant.

"Thanks for the help."

The mutant grabbed the control on the floor, and crushed it with her own hands. Chameleon's head received a small shock and then dangled from his neck.

"Did you just kill him!"

"No, Spider-Man, Stillwell had implanted a small device inside his brain that caused him to follow his directions, which included impersonating you, robbing the bank, and attacking you."

"So, Chameleon didn't really want to do any of this."

"Well, no, but he did agree with what Stillwell was doing, he just didn't like the way Stillwell was doing it. He even tried to escape during the brain surgery."

"Are you alright?"

"I'll live, but I hope everyone of these humans pay for what they did."

"Oh they will. All of them will share a nice cozy jail cell."

"I'm talking about the world . . ."

"Oh . . .?"

"I should go; I have friends to catch up with."

"Wait, what's your name?"

"Mystique"

The blue mutant ran up the spiral staircase, leaving Spider-Man alone in the lab.

_Well, my job is done. I had better get home before Aunt May gets scared, and I have to get those pictures back to the Bugle, and prove that it wasn't me that robbed that bank. I think I'll drop them off at Robbie's front porch before heading home._

Spider-Man then climbed his way up the staircase, and left.

Moments after Spider-Man left, however, Stillwell was able move around on the ground, and pick up a scalpel that was thrown on the floor during the fight. He angled his hand so the scalpel would cut through the webbing.

He turned on his earphone, and began talking through it.

"This location has been compromised; we're going to have to move our research to the other lab." Stillwell said.

"Do it quickly, I'll have a chopper pick you up."

"What about Chameleon?"

"Leave him for the police."

"As you wish, Mr. Hammer"

**Next Chapter: Creations, Part 1!**


	4. Chapter 4: Creations, Part 1

**The Marvelous Spider-Man**

**Chapter 4 – "Creations, Part 1"**

**Previously . . .**

After the first day at ESU, Peter showed interest in a girl in Dr. Connors class, Gwen Stacy. Spider-Man then stopped the white mutant, who took form of Spider-Man, from robbing a bank; Peter was able to use his pictures to lead himself to Justin Hammer, owner of Roxxon. It was revealed that Dr. Stillwell was using the DNA of the mutant known as Mystique to test on Dmitri, or Chameleon. With the help of the blue mutant, Spider-Man was able to defeat them; however, unknown to him, Farley Stillwell escaped, and moved their information to another lab. Meanwhile, Norman released his anger to OsCorp and Harry and Dr. Stromm began to worry. Eddie Brock was sent to the bank to get more information on the attempted theft, but what he found is not what he reported.

**Empire State University, the next morning . . .**

Peter walked into the front doors of the school while reading the front page of the Daily Bugle. The picture on the front was Spider-Man fighting the other Spider-Man.

_Spider-Man has gone to a new low, turns out that while a fake Spider-Man pulled off the robbery yesterday, the real Spider-Man broke in through a vent, knocked out all the gunman, and then beat the Spider-Man imposter, just to take the cash for himself._

_I can't believe it. I send in pictures of Spider-Man fighting the Chameleon, and they use the ones of Spider-Man fighting Spider-Man, and then they blame the whole mess on me. And then on the next page, it says that Eddie Brock went to the bank afterwards, and got confirmation from Captain George Stacy. They sent Eddie, this just gets better, pretty soon he'll be the one taking pictures of me._

The next page held a small article of what happened at the underground labs. It said that the whole lab was cleaned out, except for Dmitri Kravinoff, who was tied up against the wall.

_Looks like Stillwell didn't stay around long enough. I should've been more responsible! Now who knows where Hammer has his other lab set up. All we need is good evidence to bring Roxxon down once and for all. But I gave up that evidence when I left Stillwell alone._

Suddenly Peter heard a small thump on the ground. He brought down his paper and noticed he was half way down the hall of ESU. He also noticed Gwen Stacy on the ground picking up her books. Peter immediately dropped the newspaper and helped.

"I'm sorry about that; I guess I shouldn't read while walking." Peter said.

"Yeah . . ." She looked over to the newspaper.

"The Daily Bugle, huh?"

"Yeah, I work there, so I kind of see what they put up every morning."

"You work at the Bugle? What do you do there?"

"I'm the photographer, usually taking pictures of Spider-Man."

"You got all those shots! They're amazing!"

"You think so?"

"I know my photography, I do modeling downtown every once in a while, so I know a good photo when I see one."

"A model, huh?"

"Yeah, not something my father really likes to see me do. He feels that models are just stuck up women wanting to show off their body. I'm like, dad; they use them for more things than sports illustrated magazines."

"Well, if you need any photography work . . ." Peter raised the newspaper, insinuating that he would take photos of her.

"I'll have my agent get back with you." She joked.

Peter smiled, "So, what did you think of the homework yesterday?"

"I called Liz and she said she didn't even know what a proton was. So I kind of just guessed."

"Yeah, even I didn't know there was more to a proton than what they taught you in high school."

"They actually taught in your school?"

"Well, with someone as slow as Flash in the class, we got through a few chapters by second semester."

Gwen let out a small laugh, and saw Liz down the hall, "I'll catch up with you later, and maybe you can explain to me what these electromagnetic neuron-electrons are."

"Actually it's . . . yeah" He smiled at her as she left, joining Liz and Flash's small group

_Where did that come from? I think, I actually think I just talked with a girl . . . I'm not really sure, but I think I did. I used to be the young skinny kid who just drooled over a few, like . . . yesterday!_

Peter continued to watch Gwen as she walked away until Harry walked inside with a sorrowful face. He held his face down low and walked at a slow pace.

"Harry? You okay, bro?"

"No . . ."

"What's up?"

"Let's just say the lunch with my dad went the worst possible way it could go."

"You want to talk about it?"

"No, I just need to get my mind off of it."

"Well, that's what school is for, Harry!"

Harry was listening, but he couldn't laugh. The only thing in his mind was the cruel yelling that he has endured in the past. Worst part is he couldn't help him. He and Dr. Stromm had thought they had suppressed it to where it wouldn't come back, but after lunch the other day, it may have come back stronger and angrier than ever.

**The Daily Bugle, Afternoon**

Peter walked out of the elevator and toward Betty Brant, "Hey, you ain't still ticked at me are you?"

"Well, maybe your evil twin brother."

Peter chuckled, "So, what's the deal with today?"

"Well, here's your check for the photos from last night." She said, handing a check to Peter, "oh, and Mr. Robertson wanted to talk to you."

"Okay, thanks, Betty!" He was about to walk away, but quickly turned back when something came to his mind, "Oh, also, why was Eddie Brock sent to the bank last night?"

"Well, you know how Robbie is one of the true Spider-Man believers in this office. He wanted an actual reporter to get the news on what really happened."

"Well, turns out whatever Brock dug up isn't true."

"How do you know?"

"I was there during the fight."

Betty shrugged her shoulders, and returned to her computer. Peter turned around to look for Mr. Robertson, who was in the far corner of the office talking to Ned Leeds, a reporter from California. Ned has had big reports of Hollywood stars, and Jameson was happy to hire someone with such a background. Peter never has had a chance to get to know him, since Ned as only been her for a few months.

"Mr. Robertson?" Peter said as he came up from behind the two who were talking.

"Yes, Peter?"

"Ms. Brant said you wanted to talk to me."

"Yes, just one second, Ned is having problems with his computer again."

The twenty-six year old Ned turns to face Peter; he had short black hair, spiked in the front. His face was pretty round, and with his blue eyes, he could've easily been a ladies' man. He seemed to have caught Betty's attention the last few weeks.

"These computers have the new Windows 7 or whatever. I really have no idea. When I worked in Cali, all we had was Macs."

"Well, hope that works out for ya!" Peter said encouragingly. He then glanced to his right, and noticed Eddie Brock at the coffee stand.

"Eddie!" Peter yelled out, trying to catch his attention.

"Parker, the famous Spider-Man photographer . . . Now what would someone like you want to know from a small-time reporter-slash-photographer like me?"

Just from the way he introduced himself, Peter knew he was hiding something. Peter had only talked to Eddie a few times, and those few times he felt he was almost a bigger jerk then J.J., just without the yelling.

"Well, actually I was reading the news article you had put in yesterday. I didn't know that Spider-Man actually robbed the bank."

"Well, yeah, I got the confirmation from Captain George Stacy himself."

"That's interesting, because when I was there, during the fight, Spider-Man didn't take anything from the bank. He actually saved the hostages, and took out all five of the bad guys."

"What do you know, you're a photographer."

"I know what I saw . . ."

"Yeah, but I don't see your article in the paper." Eddie took a sip of his coffee and walked off toward his desk."

_Maybe I should see what Stacy thinks of his small article. It would be nice to get some information, but then again, I'm not going to be able to just waltz into a police station in my Spider-Man costume._

Peter leaned against the coffee stand, continuing to think over the situation when Robbie came back over to him, and grabbed a cup from the stand.

"So, Peter, you know you've always gotten great pictures of Spider-Man."

Peter knew where this was going. Robbie had talked to him about a promotion before the summer, but Jameson never approved of it, plus, Peter took off a few weeks during the summer, so it would've been better timing doing it later.

"Yeah?"

"I've talked to Jameson, and I think he is finally content with moving you up to a staff photographer."

"No more freelance?"

"Nope, which means more pay, but more time here at the Bugle, and you may be taking more pictures then of Spider-Man."

"That's great! Thanks Mr. Robertson!"

"Hey, you're staff now, call me Robbie! And really, it's my pleasure, Peter, I see great things in your future, and whether they continue here or not, I think this is at least a first step."

"I can't wait to tell my aunt!" Peter said excitingly.

He shook Mr. Robertson's hand, and left out the elevator, pulling out his cell phone, ready to tell his Aunt the great news.

**The Daily Bugle, Late that night.**

It was past Midnight, the whole building was emptied, and dark. J. Jonah Jameson was the only one still in the building. He sat at his desk, inside his office with the blinds covering the glass wall, looking at the front page of today's newspaper, "One day, I will see you pay, web-slinger. One day . . ."

Jameson showed a face that nobody expected him to even have. His face showed remorse and sadness. It showed a soft side to Jameson, when usually what everyone saw was the face of a boss with a bad temper and high blood pressure.

He opened the second drawer on his right and pulled out a picture frame. The picture was of a young boy, he couldn't have been more than ten years old, and an older man, who looked resembled J. Jonah Jameson. The older man was his grandfather, and young boy was Jonah.

He then took out a small piece of paper that looked as if it was torn off from a bigger sheet. On it was a phone number. The only thing that stopped his concentration was a small noise he hard coming from behind his locked door. Jameson was suspicious. He opened his third drawer, and there was a lock on it. He took a small key, and turned the lock, inside was a small gun. He then silently stood up from his desk, and walked over toward his door. He took his fingers and flipped up on blind and looked through it. Faintly, he could see a shadow on the far wall, caused by the moon shining in through the windows.

Jameson slowly opened his door and turned on the lights to the office. Standing in the middle of the office was a small, rotund man. He was wearing a black sweatshirt and jeans. The man wore gloves and a black cap which smashed his sloppy, blonde hair against his forehead. In his hands, he held multiple items from around the office, just small items that would be worth a couple dollars.

"Who are you?" Jameson said.

"Oh ****" He dropped his stolen goods on the floor.

"You think you can just steal from me?" Jameson showed his gun

"Listen, I'm sorry, I just need . . . please don't shoot, I'm unarmed!" The robber put his hands up.

_No kidding, this guy is a complete loser. He had no weapon and immediately gave up._

"Don't turn me in, man; I am in a hole and . . ."

"And stealing a few tape dispensers and pencil sharpeners are going to fix that?"

"Well, I never reached your office."

Jameson didn't approve of his sarcasm. He always hated sarcasm, especially from Peter. Jameson was a serious man, and dealt with thinks in a non-joking manner.

"What are you going to do to me?" He asked simply.

"I . . ." Jameson started, and began to think for a moment, "I am not going to turn you in . . ."

"What?"

"But, you are going to do something for me."

"Oh, sure, anything, I don't want to go to jail."

Jameson retreated to his office; the thief slowly approached his office door to look inside.

He took out the sheet of paper with the number on it, and picked up the phone, dialing the number.

"Tell me, what the hell made you think you could rob a newspaper office?"

"I was in the neighborhood; the lights were off . . . what am I going to do?"

"You're going to capture Spider-Man for me." Jameson said menacingly just before starting his phone conversation. "Yes, is this Farley Stillwell?"

The thief stood by the door, kind of curious on what the publisher of the Daily Bugle was thinking. Jameson took his focus off the phone and looked at the crook, "What's your name?"

He stuttered for a moment before finally spitting out his name, "Uh, Gargan, MacDonald Gargan."

**Roxxon Labs**

Jameson and Gargan took the subway to Roxxon Industries. On the way there Jonah thought to himself many thoughts . . .

_Wow, I just took in a crook, telling him if he takes down Spider-Man, I won't turn him in. However, taking down that bug would make him a hero, so it would redeem his crime, and no one would have to know. This man tried to rob me, though. If he fails, what kind of person would that make me? I could be charged with aiding a criminal. I could go to jail, but no one could track this to me. Except for the fact that I'm paying for this whole experiment, but I will just make sure my name is nowhere to be found . . . what the hell am I doing?_

J. Jonah Jameson and Mac Gargan both walked through the front door in their brown trench coats and black hats. Jameson held a briefcase in his right hand. The man up front showed them to the elevator down a small hallway. Roxxon industries was a company that developed many chemical weapons, and also held one of the biggest scientific labs in Manhattan, competing with Empire State University and OsCorp. Roxxon's weapon design was also only second to Stark Industries.

As they rode the elevator down to the lower levels of the facility, Jameson slowly began to regret what he was doing, but anytime the thought of Spider-Man or the picture of his grandfather and him that he kept in the second drawer, he knew this was right.

The elevator door opened, and both men walked into the giant lab. In the middle of the lab was a giant tube that was connected from ground to ceiling. To the left, there was a giant control panel containing numerous switches and buttons, as well as video screens. Next to the panel was a table with a giant metallic box. To his right, was a large door that looked like it was holding a tank. The door switch was on the right of the door, and they at least need two people to open it, or one strong person.

"Ah Jameson, welcome to Roxxon's underground lab!"

Jameson reluctantly walked in along with Gargan.

"I see you brought the necessary payments."

Jameson handed him the briefcase, and Stillwell examined the amount of bills inside.

"What is this?" Gargan said curiously.

"This is what you will be going through.

"What are you going to do to me?"

"Give you amazing power."

"Enough power to defeat Spider-Man." Jameson added.

Stillwell walked over to the control panel, and laid the briefcase on the table nearby; he picked up the metallic box, and dropped it on the ground. He opened the lid, and inside was a green suit, as well as some backpack-type object.

Stillwell pulled the green suit from the box, and threw it to Gargan, "Here put this on, there is a small room over there you can dress in. Gargan held the green suit in confusion, but went to the room to change anyway. Once Gargan had closed the door, Jameson began asking questions.

"Okay, so what's the deal? What was that suit?"

Stillwell walked him over to the control panel, and on the video screen was a small scorpion inside a small glass box.

"See that scorpion? We're going to use a radioactive beam to transfer the DNA of that Scorpion, into Gargan. The battle suit if for Scorpion to use when he fights Spider-Man, however, I probably should mention that once the DNA has entered his body, the suit will fit comfortably around his body, and will probably not be able to be removed."

"Never?"

"Well, after some time, the body will degenerate, and the suit won't fit him anymore, because when the two DNA's mix together, his whole body will grow, and fit around the suit, to him it will feel like he' wearing nothing, almost like it's a part of his skin."

Gargan then opened the dressing room door. He wore the one piece battle suit. It was light green in color. He had a dark green stripe go across his waist that slowly grew into a diamond shape, just to add some decoration. His feet and forearms were also that dark green color. Finally there was the mask that only revealed his eyes. The mask was a light green color, but from his top of his head down to the eye holes, was a dark green.

"This doesn't really fit . . ." Gargan said.

"Don't worry, it will soon enough."

"Stillwell I sure hope as hell you know what you're doing."

"You saw the Chameleon, didn't you?"

_Chameleon, he gave me Stillwell's number. He said Farley has been working on experiments to bring down Spider-Man. He told me that if I had any information or something that would help, I should call._

"Spider-Man will never know what hit him!" Jameson snarled.

**Daily Bugle, the Next Morning . . .**

Robbie Robertson sat in his car, and was on his way to the Daily Bugle. He was halfway through the work week and couldn't wait for the weekend to come. He was planning on spending it with his son Randy. He would be moving into his own apartment in two weeks. He wanted to make sure he spent every last minute with him. Robbie was having a peaceful drive until he heard his phone go off. The caller ID showed Fredrick Foswell, the Bugle's financial advisor.

"Hello?"

"Robbie, we have a small problem here."

"It can't wait until I get to the office? I'm like twenty minutes away."

"Well, no, for some reason the Bugle has lost over 20,000 dollars overnight!"

"Does Jonah know about this?"

"I haven't seen him at all today!"

"Odd, he's always the first one there."

"What do I do?"

"Does it tell the last transaction?"

"Yeah, it says there was a private withdrawal at the First National Bank in Soho."

"Looks like I'm going to be making a small detour for work today, tell Betty I'm going to be late, have Ned cover for me, I have the notes on my desk, just have him follow those."

"Will do, boss!"

"My word, 20,000 dollars, as if the Bugle isn't low enough on its budget these days."

**Somewhere near the Bugle . . .**

_Gwen Stacy actually called me this morning! She got my number from Harry who got his number from Flash who got his number from Liz! She went through three people to get my cell number, who does that? I'll tell you who, someone who really wants to get a good grade on this next test. Honestly, I don't understand why she needs it. She was easily one of the smartest students in there._

As Spider-Man swung toward The Daily Bugle, which was on the way to ESU, ready for his third day of classes, J. Jonah Jameson stood on the roof of the Daily Bugle, looking through a pair of binoculars. He had a small earpiece in his ear, "I'm sure he'll be by soon, Gargan, hold up . . ."

"I've been waiting for hours Jameson, this tail is heavier than it looks." Gargan said from an unseen location.

"I just know he's going to swing by here." Jonah said to himself as he swept the binoculars around the tall city.

Suddenly, Spider-Man swung leaped right over Jameson, "Gargan! Gargan! He just passed the Bugle! Gargan do you hear me?" Jameson yelled out, but Gargan didn't reply. Jameson simply watched Spider-Man swing away. However, he only swung a couple blocks before he could spot a green blur crash into the red and blue hero.

"Yes!" Jameson said below his breath.

"Uhh, what happened?" Spider-Man said to himself, "One moment my spider-sense is going, next, I am . . ." Spider-Man looked around his surroundings. He saw a television on one side, and a couch and table on the other. In front of him was a tall, very buff man in a green suit. He had a backpack like device around his arms, and from that backpack was a long green metallic tail. The tail swirled around Gargan, and streaked to face Spider-Man. Suddenly, a blade slid through the end of the tail. Spider-Man was inches away from his face being impaled, "Suddenly I am sitting in a broken apartment with a very tall green man with a sharp tail in my face."

"Who knew it would be this easy!" Gargan said.

"Uh, who are you?" Spider-Man said.

"I'm your worst nightmare, bug! I'm the Scorpion!" He yelled menacingly.

Spider-Man immediately acted and shot a web line at the small TV to his left. The television hit Scorpion right in the head. He lost focus just for a moment, and Spider-Man shot a web line out the giant hole in the apartment, and it stuck the opposite building. He zipped over and landed on the wall.

"Let me guess, bitten by a radioactive scorpion?"

Scorpion regained his focus and lunged toward the wall. The claws on his fingers and small spikes on his feet allowed him to grab onto the side of the wall, just like Spider-Man.

"Something like that." Scorpion said back.

He aimed his tail at Spider-Man, and a small hole opened up under the blade, and a corrosive acid spat out. Spider-Man leaped out of the way, just in time to watch the brick melt away. He shot a web at the apartment building and swung around it, hoping to land a kick to an unsuspecting Scorpion. However, much to Spider-Man's surprise, he wasn't there.

Spider-Man landed on the top of the building that Scorpion used to be on, "Now where'd that overgrown frog go?"

Suddenly, his spider-sense went off, but before he could respond, he was pinned to the ground by the bigger arachnid.

From a distance, Jameson watched the two go at it through his binoculars, "Yes, Gargan! Now take off his mask!"

"With pleasure!" Scorpion said.

With his hands, he reached down for the mask of Spider-Man. Spider-Man used both of his hands to grab the one of Scorpion. He used all his might to try and hold him off his face, but Scorpion was stronger, and he had him pinned down to the ground.

"Finally, I'll get to see the face behind the mask!" Jameson said, looking through his binoculars.

**Next Chapter: Creations, Part 2!**


	5. Chapter 5: Creations, Part 2

**The Marvelous Spider-Man**

**Chapter 5 - "Creations, Part 2"**

**Previously . . .**

While Peter continues trying to get closer to Gwen, Harry has his own troubles with his father. Jameson found a crook in the middle of a break-in, and said he won't turn him in if he does something for him. Jameson took Gargan to Roxxon where Stillwell, who had escaped from Spider-Man earlier, leaving Chameleon behind, performed a massive experiment on the man. Giving him a suit, and a tail for a weapon, he became the Scorpion. Meanwhile, Foswell tells Robbie about the sudden loss in money, so Robbie goes on the case. In his short fight with Spider-Man, Gargan pinned him down, and was about to remove his mask and an excited Jameson watches from a distance.

**2 Days ago . . .**

"Mr. Jameson!" Peter said.

"Parker! What are you doing here? I hope you have pictures!" Jameson yelled, as he was going over papers on his desk.

"Sorry, I don't have any." Peter said, closing the door.

"Then why are you here!"

"We need to talk." Peter locked the door.

"Parker, what are you doing?" Jameson yelled.

"I need to know how your client Peter Parker gets those pictures of Spider-Man."

"Why are you talking in the third person?"

"Tell me! How does he do it?"

Peter slammed his fist on Jonah's desk.

"Parker, have you lost your mind?"

Peter then walked around the desk to Jonah, and grabbed him by the collar, "We have something in common J.J."

"We have nothing in common; get your hands off me!" Jameson struggles, but he can't remove Peter's hands.

"Oh, I believe we do." Suddenly, Peter's skin turned a pale white, and his whole facial expressions morphed to look just like Jameson's face, "You see, beside our looks, we both have something else in common. We both want Spider-Man. Now I need to know how to get to him, so tell me, how does Peter do it?"

"What the hell are you, some kind of mutant?" Jonah yelled.

"You could say that." The mutant threw Jameson over the desk and across the room. Jonah quickly crawled up and reached for the door, trying to unlock it. The Mutant quickly walked over and grabbed Jonah's shirt, pulling him back.

"Look, I swear, I don't know anything; Peter's kept his secrets since day one! Now if you will be so kind to leave my office!"

"You can't tell me you aren't somewhat interested that we are going after Spider-Man." He said menacingly.

Jameson straight at Peter, he almost had a hard time taking him seriously while he wore Peter's face, but the evil in his eyes helped show Jameson that this was for real.

"What are you talking about?"

"I am part of a very complex plan, Mr. Jameson."

Jameson was very interested to know more of this plan, "Go on . . ." He said, getting up from the floor.

"I am not a mutant, Mr. Jameson. I am a test on mutants. I was given mutant DNA form a very smart Professor, Dr. Farley Stillwell. This man wants to know how our growing population has somehow gained these powers. He is mostly interested in Spider-Man. His power, agility, and speed are more than he has ever seen from any mutant he has studied. We want Spider-Man captured Jameson, and given your hatred toward the bug, we think you could be of help."

"What do you want?"

"A test subject."

"You are a test subject, why does he need me?"

"We want someone who fills the position. It's not like you can grab someone off the streets and ask them to partake in a dangerous test."

"Why should I put someone else's life in danger?"

"Because, we know the hatred you share toward Spider-Man, we know what he did to your family, and we know that you will do anything to bring him down."

"How do you know?"

"It's no secret Jameson; type your name in Google."

"Where am I going to get a test subject, you are not going to get any of my employees!"

Chameleon walked over to the desk, and ripped off a small piece of paper from Jameson's notebook, "I don't know, but we need someone that wouldn't be suspicious and someone willing to do the job and a doctor walking up to someone is very suspicious. Here's his number." He said, handing him the small paper.

"Why would you trust me?"

"Like I said, we know you want Spider-Man taken down, we can help with that, if you help us."

**Present . . .**

Jameson stood on top of the Daily Bugle as he watched Scorpion come closer to revealing Spider-Man secret identity, "Come on, Gargan!" His eyes widened suddenly as shock streamed through the face of Jameson, not by the removal of Spider-Man's mask, but by Scorpion.

Spider-Man was trapped under the Scorpion, He was holding back as much as he could to make sure that the mask does not come off. However, Scorpion suddenly started shaking rapidly.

"Dude, need a chill pill?" Spider-Man commented.

"!" Scorpion yelled out loud enough for people miles away to hear. Suddenly, he began growing even bigger than before. He had reached the height of at least eight feet. His muscles slowly began growing as well and his suit was beginning to rip. The suit that would never come off was ripping from his being too big.

That wasn't the end though, just as soon as Scorpion calmed down, claws began to protrude through his gloves and boots. His feet and hands began to grow and rip through the clothing

"What the Hellleeeeeeeeeeahhhhhhhh!" Scorpion let out another yell as he began to lose it. He fell back and turned around, causing his tail to sweep around. Spider-Man quickly jumped out of the way, and landed on the broken apartment building.

While dark brown claws jutted out of both hands, as they morphed slowly into pinchers, Spikes began to rip through his costume on his shoulders, elbows, and back. Soon, the backpack and the wires that attached the tail to his mind ripped off, and fell to the ground. However, taking its place was something bigger. A thick, brownish-green tail ripped through the clothing and covered itself with spikes and scales.

Suddenly, his eyes changed to a bright yellow. Pinchers protruded from his cheeks as his face and head grew double the size. The whole backside of his body took a plate-like form, covered with the occasional small spikes. His clothing was completely torn, and standing in front of Spider-Man was an eight foot tall, real live Scorpion.

"Wow . . ." Spider-Man said, shocked.

Scorpion took a look at his hands and screamed out above the city. Spider-Man covered his ears, as well as the many civilians down below. Scorpion lunged above and over the next building. Spider-Man immediately acted and zipped to the top of the apartment. But once he was on top, Scorpion wasn't to be seen or heard. Spider-Man looked over the sides of the building, but couldn't find any sign of him.

"What the hell? He was just right here!"

Spider-Man put his hand to his head, as he scanned the city. What he did notice was a small figure on top of the Daily Bugle, running toward the roof access stairwell. He couldn't make it halfway there before the web-slinger stood in front of him.

"Get out of my way, web-creep." Jameson tried to walk by him, but as he did, Spider-Man snatched the binoculars from his hands.

"Hey, what are you . . ."

"Kinda early for sightseeing, isn't it Jameson?"

"Give them back to me!" He reached over, but Spider-Man leaned back, and stuck his arm away from him.

"Scanning the battle, eh, J.J? How exactly did you just end up on the roof of the Bugle exactly the same time the Scorpion attacked while conveniently holding a pair of binoculars?"

"I don't need to explain myself to you."

"Normally, you'd be correct, however, there is a ten foot Scorpion-man roaming the streets of New York, and I would really like to get some information."

Jameson looked at him angrily, "Look, I didn't know he would transform into a monster, the procedure was supposed to be simple and easy. I'd like to see the look on Stillwell's face when he sees what's happened."

Spider-Man's eyes widened under his mask as he grabbed Jameson by the collar, "Did you say Stillwell?"

"Hey, let go!"

Just the thought of being touched by Spider-Man sent bugs crawling up Jameson's skin.

"What does this have to do with Stillwell?"

"He created that thing." Jameson said while struggling to get Spider-Man's hands off of him.

"Where is he now?"

"Why should I tell you?"

"We're on a roof and I hold you in my grasp, do I need to show you an example?"

Jameson was angered. It was bad enough that his plan backfired, but now he had to rely on his most hated enemy to help him.

"Roxxon Industries main labs, there is an underground section that's restricted, that's where I last saw him."

He threw Jameson on the ground, hard enough to where it said, "Stay out of my way" or "I resent you" But not hard enough to hurt him seriously, "Something tells me I don't want to know how you're mixed in with this whole mess." Spider-Man shot a web out and shot himself off the roof. Within seconds he was gone out of sight.

Spider-Man continued to swing as fast as he could to Roxxon in hopes of finding some way to stop the Scorpion.

_Great, I miss my classes today, abandon Gwen, and who knows how Aunt May's gonna take it when she finds out I skipped. One thing's for sure, this is as far as Stillwell is going. I'm going to put that monster away for good this time. Bad enough he's messing with mutant DNA, now he is turning people into monster scorpions! Let's just hope I can help him before he hurts anyone. Right now Stillwell is my best option for an ally._

**First National Bank**

Robbie Robertson walked into the First National Bank building. He was definitely lost. When 20,000 dollars disappears overnight, it's hard to take that lightly. Robbie walked toward the front desk, not even sure how to handle this situation.

"Hi, I'm Joe Robertson from the Daily Bugle, and our financial advisor just informed me that 20,000 dollars was deducted from our account. Honestly, I didn't even know we had that much money." He let a small laugh out, even though the woman at the front desk didn't find it amusing.

"Anyway, I was just wondering if you had any record of that, or who may have taken that money out."

The woman still hadn't said anything to Robbie; she just listened to him, and started typing on her computer. Frankly, it began to bother him.

"There was a transaction last night at 12:41 A.M. last night."

"Yes, I know who had authorization of that?"

"It just says the Daily Bugle. No specific person."

"Really?"

"Yes." the lady said sternly.

Robbie left the line and pulled out his phone and dialed numbers, "Foswell, the bank says the withdrawal was made last night at 12:41, and was made by the Daily Bugle. There was no specific person involved."

"Yes, Ned, the papers under his desk . . . well look again, that's what he told me!"

"Fred?" Robbie said confused.

"Sorry, boss, the place is a little chaotic without you or Jonah here."

"Jonah still isn't there?"

"No."

"Foswell, check all records from last night, phone calls, visits, reports, anything you can think of, I'm going to try and contact Jameson."

"Robbie, when did we go from journalists to detectives?"

"Overnight." He said, ended the call and dialed another number.

"Come on, Jonah, come on . . ."

"Hello?" Jameson answered in a depressed voice.

"Jonah, where are you?"

"The roof of the Bugle . . . why?"

"Jonah, are you alright?"

Jameson sat on the ground against the wall of the roof. His tie was undone and he had his jacket lying on the ground a few feet away from him.

"I've been better."

"20,000 dollars was stolen from us last night, and you're sitting around on the roof?"

"No it wasn't . . . "

"What? Yes it was, Foswell just called me . . ."

But before Robbie could finish, Jameson spilled, "I took out the money."

"You took twenty thousand dollars? For what?" Robbie asked, almost angry.

"I used it for Roxxon."

**Last Night**

"Yes, is this Farley Stillwell?" Jonah asked.

"Depends, who is this?"

"J. Jonah Jameson . . . I remembered your offer from the Chameleon, and I have someone who is able and ready for the job."

"Good, bring him and 20,000 dollars, and you'll get the weapon you desire!"

"20,000 dollars? Are you out of your mind?"

"How bad do you want to see Spider-Man suffer?"

Jameson was silent for a moment, thinking it over; Gargan still stood by his door, lost at what was going on.

"I'll be there in an hour . . ."

**Present**

"You paid 20,000 dollars to Roxxon, just to take down Spider-Man?"

"And now that monster is roaming the streets."

"Monster? Jameson, listen to me . . ."

"Yeah, I know, I screwed up the Bugle as we know it, don't remind me." He said as he turned off his phone, and dropped it to the ground. He laid his head back against the edge of the roof, and watched the sky.

_Way to $*%^ up your life, Jameson . . . way to $*%^ up your life._

Robbie thought to himself_, He gave it to Stillwell at Roxxon, what the hell did you invest in? I've never heard him talk like that before, whatever he did, it was bad. _

Robbie left the bank, and got into his car, driving in the direction of Roxxon Labs.

**Roxxon Labs**

Spider-Man landed of the roof of Roxxon Industries. He definitely wasn't enjoying the fact that he had to ask one of his enemies to help him defeat Scorpion, but he was his best chance for stopping him. He hadn't heard any screams or explosions so he knew that so far, there wasn't being too much damage caused by him. However, he had to stop them before they started.

Spider-Man crawled down the side of the building, looking through the windows, and hoping to spot Stillwell inside one of them, with no luck, he remembered Jameson mentioning an underground lab.

_Well, I already busted one underground lab, what's another, right? _

Spider-Man spotted an open window on the second floor, and peeked inside. The room was filled with information on the body, and genetics. Spider-Man snuck through the window, and stuck to the ceilings. When he was absolutely sure no one was present, and after using his spider-sense to warn him of nearby people, he opened the door, and returned to the high ground.

After crawling along the second floor, Spider-Man noticed something very odd. Roxxon was the one of the highest chemical plants in New York, second to OsCorp, and yet, he didn't spot a single soul on the floor. He returned to the ground, and ran through the building. Now able to get to his destination faster, He spotted an elevator at the end of the long hallway. He ran toward it, but as he passed by two wooden doors, he heard someone speaking. He slightly opened the door, and peeked through. It was a business meeting. There were several people sitting at the long table, and Stillwell was pointing out on a power point, the diagrams of two human bodies. One was colored a blue, and the other a brown to distinguish the two similar bodies. While Spider-Man was interested, he had a bigger responsibility.

He kicked down the door, causing everyone to turn around in surprise or shock, and even more surprise when it was Spider-Man.

"Sorry to interrupt this meeting, but I believe Stillwell has other business to attend to." Stillwell was in shock to see Spider-Man at his building. After the Chameleon incident, he was able to hide out in the underground lab. The one time he came up and he is found, but how did he know where he was? Roxxon has 4 labs scattered throughout the city, and 2 in Jersey. Odds of him picking the correct one were pretty slim.

"Spider-Man . . ." He nervously said, "What are you doing here?"

"Sadly enough, I need to your help."

**Meanwhile . . .**

The monster known as Mac Gargan walked slowly in the subway tunnels, finally he had calmed himself down in the dark, silent tunnel.

_I'm a monster . . ._

The Scorpion's mind was practically all of a Scorpion, but there was still one part of his brain that could slightly function in the human form, but it was hard for it to take control. With all the anger and emotion going through Mac Gargan, there was no way for his human side to push through.

He finally reached an area of light. It was a station where the subway train stopped. Many people were waiting for their ride, but once Scorpion walked into the light and one person screamed, the whole crowd underground turned into panic mode. The noise drove Scorpion nuts, and he intended on making it stop. The crowd of people was all crowding the stairway, making it hard for anyone to actually get out of the tunnel.

Scorpion let out a roar, only causing the people to panic more. He launched himself up, getting off of the tracks. He walked through the station, and knocked two men against the wall on the left. He knocked three other men who were unlucky enough to get caught beside him, onto the tracks. However, when Scorpion's left eye caught a flash, he went berserk. He pounded the ground with his fist, and his tail, and lunged over to the man behind the pillar. He held a camera in his hand, and immediately dropped it when Scorpion landed within two feet of him.

He grabbed him with his bare hands, and pounded him into the ground, killing him instantly. He threw the dead body into the crowd of people. From there on, it was dominos. The force of the body knocked over the back end of the crowd, allowing for more freedom of escape, even if it meant stepping on the fallen people. A young woman holding a crying baby was able to escape the chaos, and slip into the corner of the station.

Scorpion walked toward the woman, who protected her baby with her arms. With a mind full of confusion and rage, the Scorpion raised his tail, about to strike at the lady, but she didn't act scared, she just protected her child. The Scorpion looked at her for a moment. She didn't make a movement.

_Monster . . . Monster . . ._

Scorpion lowered his tail and hopped back onto the train tracks, running back into the dark tunnel.

_Monster . . . Monster . . ._

Scorpion continued to run until he felt a water drop on the top of his scaled head; he quickly turned around and swiped the air with his tail, roaring at nothing. When he recognized it was just water dripping from a busted pipe, he calmed down again. A subway train passed him by on the opposite track, causing light to shine momentarily. He stared at the puddle under his feet, which he could now see, and stared at the face of a monster.

_Stillwell . . ._

**Back at Roxxon . . .**

Spider-Man and Stillwell rode the elevator to the underground lab, which Stillwell had to reveal to Spider-Man just to try and explain the whole situation. Spider-Man was amazed as this lab was three times bigger than Stillwell's old one. What really intrigued him was the giant door.

"I still can't believe that he mutated, I took every precaution and looked at it from every angle, and all it would do is give him powers. I thought I had perfected the gene that had created you!"

"Trust me; I'm one of a kind." Spider-Man said, as he examined the lab. As a scientist, the Peter Parker inside of him was falling in love with the equipment and the chemicals. This was twice as much information as Empire State; of course, most of it was probably illegal tampering with humans and mutants.

"So can you stop the Scorpion before he does something that could destroy the town?"

"I don't know, maybe if we calm him and I can try and get a blood sample."

"Good luck with that, his plates are at least 3 inches thick."

"Then I don't know what to do."

Spider-Man hopped toward him in Spider-Man fashion, and stood up to him, "So you can create messes, but you can't clean them up?

A mess this was indeed. After causing a death in the subway and rampaging through the streets of New York, the giant Scorpion finally arrived the Roxxon building. He used his giant tail to crash through the front glass doors.

Scorpion could barely fit through the hallway as he entered the first floor, but even though his mind was more on the aggressive side, he still remembered where he was transformed. He broke through the elevator door at the end of the hall, and jumped down into the tunnel.

**Down Below . . .**

Spider-Man and Stillwell both turned around as they heard a crash on top of the elevator. Soon the walls above the crushed elevator began to crack as Scorpion pounded them with his fists.

"It's him . . ." Spider-Man said nervously

"Gargan?" Stillwell asked.

"Who?" Spider-Man asked in return to his question.

There was no time for an answer though; Spider-Man had to face the giant beast that crashed through the walls. Scorpion wasn't interested in Spider-Man though, he eyed only for Stillwell.

He let out a roar, and charged Stillwell. Stillwell ran past the giant glass tube that Gargan was transformed in. Spider-Man had to do his part though, even if it meant helping his enemy.

He jumped onto the Scorpion's back, and stood on him, avoiding any spikes, "Now tell me, you ever seen any cowboys rodeo like this?"

Scorpion easily knocked him off though, using his spiked tail. Spider-Man fell to the floor with a giant gash in the arm of his costume.

"Please, stay away!" Stillwell pleaded, but Scorpion continued to push forward, using his tail to break the giant glass tube. Stillwell had himself cornered at the end of the lab.

"No! No!" He yelled. He crouched down to the ground and covered himself up with his arms.

Scorpion showed his tail, and the giant stinger at the end, as he was about to impale the doctor, Spider-Man jumped in and grabbed the tail, using his strength, he was able to stop him from his at least lifting it, but Spider-Man was only so strong. Scorpion turned around as much as he could with his tail being held down, and reached for Spider-Man.

He let go the tail, and web zipped himself up to the air. He then shot two webs to the Scorpion's shoulders and launched into his face. Scorpion was stunned by the kick for a very short time, but soon recovered, soon enough to grab Spider-Man out of the air before he went in for another attack. He held him in both hands, ready to squeeze him to death, but Spider-Man shot webs in his eyes.

Scorpion released him and Spider-Man immediately signaled Stillwell to leave. Stillwell had a different plan though, he ran over to the giant door while Spider-Man and a blind Scorpion continued trading swings at each other. He pulled the giant lever, and quickly ran into the room, and closed it from the other side.

"Stillwell!"

Scorpion scraped off the webbing from his eyes, and lost sight of Stillwell. This wasn't the end though. Gargan wanted his revenge, and a puny little man with a red and blue costume wasn't going to stop him. He may have been a monster, but he had strength, size and power.

Scorpion let out another loud roar, and charged Spider-Man, who easily dodged the rampaging fiend. Scorpion didn't stop though, he continued going as far as his momentum would take him. He created a gaping hole in the giant doors just soon enough to catch Stillwell going through the stairwell doors.

_Up . . . Above . . ._

Even though Gargan's mind was barely under control, he was still able to point himself in the right direction. He turned around, just as Spider-Man zipped into the room through the Scorpion shaped hole.

The Room was half the size of the lab, and contained two giant capsules, that had tubes connected to them from the ceiling. Inside both capsules were two bare men floating in the tubes. One of them was completely immersed in water. This man was bald and of normal build. The name on the capsule was Morris Bench.

The other man was also bald, but his skin was just a tad darker, dark enough to tell them apart in the light. He was of a bit bigger build, and even a bit taller. He was not kept in a tank of water, but air continually flowed through at very high pressures. Some parts of the man were completely covered in granules. The name under his feet was William Baker. Spider-Man didn't notice the two bodies floating to his right, but before he even could, Scorpion immediately attacked him with the stinger of his tail, knocking him back into the main lab.

Scorpion crashed through the hole, making it even bigger, and stood before the Spider-Man, who lay on the ground, with a rip on the front of his costume. What used to be a spider was now a gaping cut in Spider-Man's chest. His chest grew red with blood by the minute as the stinger on his tail had landed an actual hit this time. He was lucky he didn't puncture his heart or lungs.

Spider-Man remembered this scenario from just a few hours ago. Only this time his identity wasn't at stake, his life was. Scorpion raised his tail as he readied to impale the superhero. Spider-Man tried to make the slightest movement of escape, but Scorpion stomped him with his giant foot, and held him down.

The tail was about to meet its mark when the ceiling completely exploded. Debris fell from above, and hit Scorpion right on his head, knocking him over a bit. Spider-Man had to react quickly to escape his hold. He shot two web lines over toward the elevator and pulled. As his foot began to lift up, Spider-Man slung himself over to the wall as he tried to put pressure on his bleeding wound.

Scorpion immediately regained his footing, and was in surprise to see a dozen agents rappelling from through the ceiling. The agents each had a helmet with its own communicating device and visor to protect the eyes. They were covered from head to toe in protective armor, and they held their own weapons.

"Wow, who called in the military?"

Scorpion let out a roar, trying to intimidate the agents, but the front row of agents responded with a round of bullets to the giant arachnid. The bullets had no effect as his armor was too thick. The agent in front waved his hand signaling plan B.

The second wave ran in front and kneeled to the ground. Scorpion readied his charge, but before he could, the six agents in front shot their guns. Six wires launched from their weapons, and surrounded the beast. Scorpion was caught in surprise, but was even more shocked when they sent up to 12,000 volts into his heavily armored body.

The monster, formerly known as Gargan roared at the pain as he endured the electricity. He fell to the ground, causing a small quake in the room, and was knocked out.

"Why didn't you guys show up earlier?" Spider-Man asked.

Suddenly, two more unidentified figures rappelled from the first floor above and landed on the ground below.

Spider-Man, who continued to soak up blood with his left hand, jumped off the wall and walked toward them slowly as he clinched in small pain.

"Um, who are you?"

The two figures turned around to reveal an older man, and woman. The African-American man wore a patch over his left eye. His age was around early forties to late forties judging by his face. He wore the same armor as the rest of his team, except it was a black and silver color, and he wore no helmet.

The woman, on the other hand, wore a sleek black, skin-tight suit that covered her from head to toe. Her black gloves and boots completed the simple style. She had a gold belt across her waist, giving it the only color of the suit. Her bright red hair was in comparison to no other person. Spider-Man was caught off guard by her beautiful face, as he stumbled to ask more questions.

"Name's Nick Fury, I'm director of SHIELD. This is my associate, Black Widow."

"SHIELD?"

"Supreme Headquarters, International Espionage, Law-Enforcement Division . . . We are a secret agency, developed after World War II. We handle more of the bigger threats that threaten the world."

"I see Scorpion here was on your list."

"Yes, after hearing of his massacre in the subway on the news, we began searching for something on radar for the monster."

"Well, the real monster of this project is still out there. Farley Stillwell is responsible for this creation, and now he has once again, escaped." Spider-Man returned

"I'm sure will find him, and trust me Peter, we've got your back."

"Did you just say, Peter?" Spider-Man said in shock as he revealed the gash on his chest.

"I can help you with that." Widow said nicely.

Spider-Man normally would have been super excited to have a super hot red head be a part-time nurse on him, but he continued to stare at Fury while Widow left his side.

"Yes, Peter Benjamin Parker, eighteen years old and live with your Aunt May Parker. You go to ESU and work for the Daily Bugle taking pictures of yourself."

Spider-Man was speechless, as Widow returned with a roll of gauze.

"You see, Spider-Man, the world is evolving. Now there are almost as many mutants as there are humans. We at SHIELD have dedicated ourselves in keeping this world safe, no matter what the cost; we have to do what we can."

"Even if it means prying into the personal lives of others?" Spider-Man said aggressively.

"It's not our fault that there are mutants that are a danger, but it is our duty to protect the harmless citizens from them."

"I'm not a mutant, and I've met some good ones!" Spider-Man replied exaggeratingly. He's really only met two, and one was an experiment. Widow finished wrapping him up in gauze, and returned to Fury's side.

"Good? I believe you just took down the mutant Chameleon, in the process, you helped release one of the worst mutants of all!"

"Mystique? She helped me stop them!"

"She's also wanted for many crimes!"

"How was I supposed to know, as far as I was concerned, Stillwell was holding prisoners! You know what, I'm done! That still doesn't give you know right to pry into my life, or my aunt's life, so stay away from me!" Spider-Man said angrily, swinging a web up through the ceiling.

Fury turned to Widow, "Continue to keep an eye on our feisty friend. I don't care how upset he gets, and if we find anymore signatures of these super humans with extra abilities, I want a bio stat!"

"Um, Colonel? You may want to take a look at this . . ." a soldier yelled from another room.

"What is it?" Fury said strongly as he entered through the giant hole. The two men sedated in the tanks came upon his sight.

"My god . . . no!"

"Doesn't this look similar to you, Colonel?"

"Yes . . ." Colonel Fury lowers his head in shame, "Yes it does."

"What do we do with them?"

"Bring them back to headquarters . . . we may be able to help them . . ."

**A few moments ago . . .**

Stillwell ran up the staircase just as Scorpion crashed through the giant gates.

_Scorpion can't chase me up here, I have to get out of this building!_

As Stillwell reached the next floor, he immediately ran out of the stairwell, only in surprise to see agents lined up in the main lobby near the front desk. Two agents were placing charges on the floor, and Nick Fury and Widow stood nearby watching them, and waiting. Stillwell tried not to catch their attention as he ran out of the building. A few agents glanced back, but nobody paid real attention to him

Stillwell walked out of the broken front doors, just as a car pulled up. Robbie opened his car doors and feasted his eyes on the gaping hole in the building.

"Good heavens, what happened?"

Robbie caught Stillwell leaving the building in a hurry, and quickly stepped in front of him.

"Wait! Are you Stillwell?"

"Get out of my way, I have to get away!" Stillwell said trying to push through Robbie.

"I'm from the Bugle, and I think we need to talk, even if I have to get the cops involved!"

Stillwell stopped running when he heard the word _cops_.

Stillwell turned around to face the editor, "What is it you want?"

"Our 20,000 dollars back."

"Well, your twenty thousand dollars is trying to kill me!" Stillwell thought for a moment, "Okay, look I'll explain everything if you give me a ride."

"Where to?"

"Anywhere but here!"

Robbie was reluctant, but agreed. He pulled his keys from his pocket, and walked toward his front door. When he opened the front door, Stillwell rammed him into it, and stole the keys from his hand. Robbie was caught off guard, and too surprised to react quickly enough.

Stillwell shoved Robbie to the ground, and he hopped into his front seat. Just before he drove off, Stillwell stuck his head out the open window, "Sorry, this tinkerer's got a few more tricks up his sleeve!"

Robbie was even more shocked when he heard the explosion go off beside him, "My god, what is going on?"

**Present . . . **

Spider-Man zipped up to the ceiling after being bandaged up completely, and saw Robbie talking to two armored men, without helmets.

_Robbie? What's he doing here?_

"No, you don't understand, my car was stolen!" Robbie continued talking to the guards, who didn't seem to care much.

"Mr. Robertson, you say your car was stolen?" Spider-Man asked.

"Yeah!" Robbie said, upset.

"Well, I'll give you a ride to the nearest police station; these yahoos here aren't going to give you anything but trouble."

"Will you fill me in on the way?"

"Gladly, my friend." Spider-Man said in a friendly tone. Robbie was one of the people that respected what he did, and he wanted to show his appreciation.

**Later . . .**

_Well, this has been one heck of a day; I've already screwed up my plans at getting closer to Gwen. I was supposed to help her with her homework before Connors' class. I hope she won't be too mad. I lost Stillwell again! And who knows where he hid out this time. I now know that I've got agents following my every move for the government, and I've already missed my morning classes. I can at least try and make it to the afternoon classes_

Suddenly, a line of cop cars stream below Spider-Man, traveling east.

_On second thought, a hero's work is never done . . ._

**Next Chapter: The First Move!**


	6. Chapter 6: The First Move, Part 1

**The Marvelous Spider-Man**

**Chapter 6 – "The First Move, Part 1"**

**Previously . . .**

After the Scorpion incident, SHIELD was able to take him to headquarters and sedate him. They are now hoping to find a cure for him, however, for Spider-Man's things aren't as easy. He missed a whole day of his classes, ditched Gwen, and once again, the notorious Farley Stillwell as escaped, now, three days later . . .

**Saturday Night - Warehouse, somewhere on the outskirts of Manhattan . . .**

"Come on, guys, Big Man wants his head for his trophy case." Montana yelled out.

"Now, boys, as beautiful as this face may be, I can't just give it away." Spider-Man mocked

Spider-Man jumped to avoid Montana's whip. He landed on the rafters inside the warehouse.

_Man, this is twice these guys have gone after me, once the day after the whole Scorpion mess, and now tonight. I was hoping to spend this weekend not fighting crime, and maybe more with Miss Stacy, but if this keeps up, I'll be lucky to get to know her middle name._

"Fancy Dan!" Montana commanded.

Fancy Dan turned to face him, and nodded at his command. Fancy Dan was a short, and somewhat skinny, young man. His face was covered in a ski mask, but the he wore a black T-shirt with a skull on the front, and jeans ripped at the knees. He also wore special shoes that gave an extra boost to his hops, allowing him to jump at least twice, if not three times as high as the average person. After Montana gave the signal, Dan jumped high onto the wall, and bounced off of it, landed on the rafters above.

_Now I am fighting these Enforcer guys or whatever they call themselves. I tell you they are a persistent bunch. They can thank a nearby mugging for their escape last time. Escape – It sure has happened a lot lately . . . _

Spider-Man turned around unsurprised to see the foe. He had fought him two days ago, and had known of his amazing skills. Spider-Man was prepared once again, though. Fancy Dan, however, also learned from his mistakes. Instead of going head on and being webbed in the face only to get knocked out, he decided to hang back and let Spider-Man make the first move, this however, left them at a stalemate.

Montana and Ox, the strong man of the team, grew tired of them staring at each other, so Ox decided to shake things up a bit, literally. The 300-pound man walked over to the column attached to the rafter above, and began punching it with all his might. He began leaving dents in the already rotting wood, causing Spider-Man to lose his balance. This gave Fancy Dan the chance he needed, but nothing gets by Spider-Man.

As Spider-Man tried to stay on balance with the collapsing rafter, his spider-sense warned him of an oncoming Fancy Dan. He webbed up his right hand in the form of a boxing glove, as Fancy Dan lunged, Spider-Man hopped up out of the way, allowing Fancy Dan to fly right under him. His powerful jump led him to the wall. He bounced off and landed on the unstable rafter. Spider-Man fell from the air and used his right hand to land a sucker punch to Dan, who was too focused on not falling than Spider-Man. Fancy Dan then crashed into a pile of boxes down below.

Spider-Man continued to fall, and Ox was there waiting for him. Ox was a seven foot tall wrecking machine. He also wore a ski mask to go with his white sleeveless shirt and jeans. If only he had the brain of Spider-Man. The web-slinger landed his feet right on his face, breaking his nose in the process. Ox clasped his face in his hands, trying to stop the bleeding that immediately started, while Spider-Man used the Ox to lunge him toward Montana, the group's leader.

Montana was the only one who wasn't afraid to show his face. He also didn't budge when Spider-Man landed in front of him. He wore a cowboy hat over his medium length blonde hair. He wore a brown leather jacket and jeans with his cowboy boots, completed with spurs.

"All right, cowboy, I want some answers." Spider-Man said, trying to sound threatening.

"You don't scare me, bug."

"Oh, well then good, that deep voice hurts my throat."

"You don't ever shut up, do you?" Montana said, still not moving.

"Nope, you see, I feel that talking really releases the tension between two people . . ." Spider-Man continued to converse with the villain but Montana wasn't interested. He cracked his whip, and flung it at Spider-Man, whose spider-sense warned him to duck.

"Sorry, Web-freak, the enforcers don't got time to hear you ramble."

"The Enforcers? . . . Ooooh scary!" Spider-Man said, shaking his hands.

Montana grabbed a knife from the inside of his jacket.

"So, this is twice this week, what did I ever do to you?" Spider-Man asked.

"Let's just say that we got business with you."

"Sorry, I'm not interested in whatever you're selling." Spider-Man joked.

"What?"

_I really got to know when to stop . . . _Spider-Man thought to himself.

Montana lunged at him with the knife, Spider-Man a web line at his knife, causing it to fly out of his hand. Now without a weapon, Montana's momentum carried him toward Spider-Man, who still had his fist in web gloves. When Montana was in his range, he gave him a right hook to the face, knocking him out completely.

"Well, that was easy." Spider-Man said, "Staples should advertise me . . ."

However, his spider-sense went off yet once again. He turned his head slightly to get a visual, Ox was just about to grab him, but he turned and gave a quick roundhouse kick to Ox, knocking him down simply. Ox's face and hands were covered in blood.

"Well, I think that ends that. I just wish I could get some answers from these yahoos."

He webbed up Ox and Montana to the ground, making sure this time they don't escape. However, when he walked over to the crashed boxes, Fancy Dan was nowhere to be found.

"Damn, not again . . ." Spider-Man said to himself as he grabbed his camera from above, and swung out of the warehouse, watching the cops arrive below him.

**Late that night, Parker Household**

Spider-Man landed in his backyard. It was midnight, so he didn't worry about being seen. He quickly changed, throwing his clothes over his Spider-Man costume. Peter walked around to the front, and sneaked through the front door of his house. All the lights were off and nobody was downstairs.

_Aunt May must be in bed. Hopefully I don't wake her . . ._

Peter held his backpack around his shoulder, and walked up the stairs slowly. Each stair squeaked whenever he stepped on it and he clinched his face every time, to him it felt like forever until he reached the top, but when he did, he tip-toed into his room and closed the door.

_I have to stop coming home so late . . . It would be great if I had my own place. Yeah, right! With what Jonah's paying me, I can barely afford chemicals for my webbing! The new job is great, but I've been at the Bugle the last two days non-stop it seems. _

_Robbie's been having me do more editing. I thought when I took the promotion, it was just to get out of freelance, but now I am doing minor editing. Robbie's been helping me out with it, but man it's tough practice, especially when I'm doing it four hours a day._

Peter took off his clothes and spider-man suit and threw them in the closet just before falling down on his bed.

_Man I'm so tired . . . I feel like I haven't slept in weeks . . . first Chameleon, then Scorpion, and now the enforcers, I'm so beat. I just wish I could find Stillwell. Robbie told me he stole his car and that he had gone to the police, they found his car at the bottom of the river the next day. That means that Stillwell could be anywhere. I have to stop my enemies from escaping somehow._

Peter's eyes slowly began to close. His phone rang, and his eyes opened up. He grabbed the phone from his nightstand, and put it to his ear, while his face was still stuffed in the pillow.

"Peter?"

"Gwen?" He said, lifting his head out of his pillow.

"Hey, Pete . . ."

"Gwen" He sat up, "what are . . . I mean, why . . . what's up?"

"Trying to find out where I left my textbook for Doc Connors class."

"Oh?"

"Anyway, Harry wanted to hang with us, so he called me and told me to call you, 'cause he couldn't get a hold of you." Gwen said.

"Yeah, that might have been my fault; I didn't have my phone most of the night."

"Actually, Peter, I was kind of hoping we could talk there . . ."

"Talk? Why? . . . I mean, about . . . just, I'm sorry about . . ."

"It's okay, Peter, this is something else, so see you at twelve tomorrow?"

"Yeah, I'll be there"

"Great, talk to you then." Gwen said quietly.

"Yeah . . . I look forward to it" Peter said back.

"Well . . . goodnight!"

"Night . . ."

Gwen hung up the phone; Peter continued to listen to the buzz on the phone, not knowing what to take from that.

**The Next Day at Angelo's Pizza Place**

Peter walked down the sidewalks of Midtown. Located just a few miles from Empire State University was Angelo's Pizza Place. Peter walked by the Restaurant, looking into the windows as he passed. He saw Gwen and Harry both inside, waving at him. Peter smiled and lifted his hand to acknowledge them. He walked inside, and sat down at their table.

"Hey guys!" Peter said

"Hey Peter, where you been? I mean, I tried getting a hold of you." Harry asked

"That would be my fault, I went out for the Bugle last night, and forgot my phone."

"I see, so you answer for Gwen over here though!" Harry joked.

"Well, can you blame me?" Peter said, glancing over to Gwen, it only brought a sad expression to her face, confusing Peter.

Harry suddenly felt a thump on his leg. It surprised him even though he was expecting it soon.

"Well, I think I'll go order the pizzas . . ."

Harry stood up from the table and walked toward the counter.

"I'm pretty sure we get a waitress, don't we?" Peter said to Gwen quietly.

"Yeah, I don't know . . . what he . . ." Gwen stopped, deciding to just tell it as it is, "Peter, listen, I know I've been kind of ignoring you the past few days . . ."

Peter interrupted her, "Yeah, I know, your pissed about me ditching you Wednesday, I tried to apologize and was surprised when you called me because we haven't had the chance to talk and . . ."

Gwen wanted to finish her conversation, "No, Peter, it's not your fault. I'm not mad at you for that, I actually did really well on that quiz we had."

"Great, so what was wrong?"

"I know how you feel about me, Peter, and I've thought about it over and over, and I really like you too . . . as a friend right now, though."

Peter's heart pretty much sank down into his stomach. He felt like she was teasing him by saying she really liked him.

"Oh?"

"Just for now . . . I just got out of a really bad break-up, and I've had bad experiences in the past and I'm not ready to be pursued by another guy yet. So I was trying to avoid contact because I was afraid you were going to ask me out or something, so when you didn't show up Wednesday, I was able to use that as an excuse to kind of ignore you, and I know that sounds stupid and no offense to you, Peter, really, I just . . . I need time, and the school year just started and . . ."

Peter put his hand up, signaling Gwen that it was okay to stop. She had been rambling on and on, but Peter understood.

"Gwen, its okay . . . it actually makes me feel better that you're not mad." He let out a small laugh, however, on the inside; he was still upset that Gwen didn't want to be more than friends.

Gwen was happy to get that response. She was afraid that she would get an angrier response. She had had experiences of breaking up with men, and usually they didn't end well. Peter was different however, and Gwen noticed it. She wanted to be friends though. They both smiled at each other, showing that everything was alright, just as Harry walked back up to their table.

"Turns out that they have waitresses here, who knew?" Harry played dumb

"Very funny, Harry . . ." Peter said.

"Great, so now that all the drama's over, we can get down to business!"

"Business?" Gwen asked.

"Yeah! Flash asked me if we could have a big bash at my apartment . . ."

"Mansion . . ." Peter interrupts.

"Apartment, a very big apartment, anyway, we're inviting everyone that's going this year, and well, Flash didn't want to invite you guys, so I am!"

"Even me?" Gwen asked.

"He says he's at a tie with you . . . your friends with Liz and Peter. He told me that he doesn't understand how your brain works." Harry said, repeating Flash's words in a joking manner.

"At least I have a brain . . ." Gwen said, taking a drink.

"So, you guys coming?" Harry asked.

"I can't, I have to make up some classes with Dr. Connors tonight, and this was his only free night. School on Sunday is great! Plus he wants me to help him organize his lizard exhibit."

"Really Peter?" Harry asked.

"I'm sorry, I can't! I'm a nerd remember? We learn overtime!" he said with a smile on his face.

"Well then can you at least go to my dad's demonstration tomorrow? I hate going to those things without someone explaining to me what these Hydrocarbonmonoclyptericticas are . . ."

"Yeah, Harry, I can do that, I love your dad's stuff!"

"Okay, well, Gwen, you on for tonight?" Harry asked.

"I'll go just because Liz is, but if this turns out to be some drunken . . ."

"Don't worry! I've completely banned beer or any kind of alcohol from being brought into my apartment, Flash knows too, and even he wouldn't bring any."

"Okay, I'll be there. I might bring some work though, I finally found my textbook, and didn't get it finished" Gwen said.

"What you need is some kind of mechanical tracer thing to put on your books!" Peter said . . .

_Wait a minute . . . that's what I need!_

**Daily Bugle, Later that day . . .**

Robbie sat at his desk, going over tomorrow's headlines. Ned walked over and laid some papers on his desk, he acknowledged him with a nod, and took a sip of coffee, all while continuing with his work. While he was a busy man, the whole week was still on his mind.

_I can't figure out what's worse, having to take a taxi cab to work every day, or your boss returning from a three day break because he lost 20,000 on a dumb decision to get rid of a villain, or hero, who he is completely wrong about. Yes, I talked to Spider-Man. Spider-Man swung me to the police station . . . Spider-Man. He was a good guy! He explained everything he knew to me, and now I know that Eddie's report was wrong. Even if that's what Captain Stacy said, Chameleon robbed the bank and set him up. Now I just have to talk to Jonah about a retraction . . . well, speak of the devil . . ._

J. Jonah Jameson walked out of the elevator, wearing a trench coat and a simple old-fashioned hat. Because of the money loss, it was hard for Robbie to keep it quiet. He had to tell Foswell, who pretty much spread it to everybody else in the office.

Everything was quiet as he entered the offices. He knew everybody knew what he did. Jameson took the three days off to try and re-gather what he had done over the week. He still couldn't get over the fact that he was partly responsible for the death of a young man. While Stillwell was really the main villain, Jameson felt completely responsible, and the fact that he wasn't yelling about the next issue or his coffee, showed that to the rest of the Bugle.

Jameson walked straight to his office, and closed the door, not acknowledging anyone on the way. While Robbie was mad at him for what he did, Jameson was his friend, and he had to be there for him. He stood up from his small cubicle, and walked into Jameson's office. He saw Jameson sitting at his desk and holding a gun.

"Jonah!" Robbie said loudly

"Robbie . . . this is what I held when I approached the thief in this building. After what I did, it's like I took this gun, and pointed it straight at that young man in the subway. I aimed straight at him, and pulled the trigger, point blank at the forehead."

"Jonah . . ."

"Robbie, I made a huge mistake, I thought I was doing something good, ridding the world of that menace that crowds the skies of this city, and all I did was make it worse, by helping create a monster that crowded the streets."

He placed the gun back into the drawer.

"Jonah, you had no clue what was going on."

"I knew exactly what was going on, Robbie, I knew about Chameleon, I knew about the whole Stillwell experimenting on mutants, I knew it was wrong, but another part of me said that maybe this is the key of destroying my own demons."

"Spider-Man is not your enemy Jameson . . ."

"He is, and always will be . . . but after this week, I can add myself to my list of enemies, because I let selfish desires get in the way of my conscience. And I assure you Robbie; I will never let that happen again . . . call in Eddie Brock."

"Eddie?"

"Do it . . ."

Robbie peeked outside the office, and called in Brock who was at his desk. After his false report of Spider-Man, He had really been at that desk 24/7 as his glory of one article only lasted so long. Robbie returned to Jonah, "Jonah, why do you want Eddie?"

Eddie walked into his office, "You wanted me Mr. Jameson?"

"Yes." He turned to face his friend, "Robbie, we know for sure that all the crime in this city is literally led back to one person, right?"

"Well, yes, but we don't have any idea who, but of all the research we did last year, we do know that it has led back to one person."

Jameson let out a small chuckle, which surprised Robbie, "remember when Ned accused Foswell of being the big crime lord?"

Robbie smiled as he watched his friend recall a humorous memory.

"Anyway, I think we should go back on the case, and have Eddie lead the search for New York's big crime king!"

"Thank you sir, but why me?" Eddie asked, shocked at his request

"Well, after your proof of Spider-Man's evil doings, I think you would be perfect for finding the next creep trying to rule the city."

At that point, Robbie didn't know what to do. He wanted to confront Jameson on Eddie's report, but with his new attitude, he almost didn't want to bring it up at all . . . and he didn't. He sat back and listened to what Jameson had for Brock. He gave him the leads, the money, and his own personal camera.

"Mr. Jameson, I don't know what to say, this is . . ." Eddie was interrupted.

"A big opportunity, Brock . . . now go out there, and catch a crime lord." Jonah said, proud of what he was doing.

Eddie walked out of the office. Robbie stood back, staring in blank space trying to decide what if he should say something, but Jonah was still fragile, and he saw that. Robbie followed Eddie out, and returned to his cubicle.

**Meanwhile . . . in an unknown location**

"So much for the amazing Enforcers." A man said. He sat in a chair and a hat a formal hat on his head. It casted a shadow over his face so only his mouth could be seen. He sat behind a desk and wore a blue suit with a jacket. While you couldn't see it, Fancy Dan could tell that he was staring at him intently, and angry.

"Listen, boss, this is no ordinary target, this guy is, faster than me!"

"I didn't pay you for excuses Daniel; I paid you for the Spider-Man's head, and when I report what you've returned with, you'll be lucky to be alive, especially since we gave you two chances."

Fancy Dan was worried, even though he didn't show it, "Well, what do I do? My team was taken to jail, and . . ."

"I'd get out of this room and twenty miles away from this building before I have you shot down where you stand."

Fancy Dan immediately turned around and walked swiftly out the door. The Man behind the desk let out a loud sigh, and removed his hat. His head was covered in a black hair buzz cut. He pulled out two files from beneath his desk, and looked at the papers inside.

_Ever since Spider-Man came, crime has lowered by 20% in one year. If this keeps up, I'll be out of business._

He stood up, and moved his wrist up to his face. He clicked a button on his watch, and began to speak through, "I hope you will give me better news then what I just heard."

The voice over the small microphone in the watch was of an elderly man, "Yes, actually, I do . . . care to come see?"

"I'll be at the labs within an hour." He hit a button on his watch, turning off the speaker. He put his hat back on and opened a drawer in his desk, pulling out a gun. He put the gun in his coat that was hanging on a nearby coat hanger. He slipped on the long trench coat, and walked out of his office.

**Late that night, Parker household**

Peter sat at his desk. He was wearing a t-shirt and boxer shorts as he had a magnifying glass in front of his face and a lamp shining under it. He stared into it as he worked on some kind of small device.

_First Chameleon escapes, then Stillwell escapes, then Scorpion escapes, then Stillwell escapes again, then the Enforcers . . . I'm seeing a pattern, and it's a pattern that I'm ready to stop. With these tracers, I should be able to pin-point anyone within a twenty-five mile radius, as long as the tracer is on them. All I have to do is cover it in the chemical of my webbing and Wa-la! I have my own personal spider-tracer._

He held the small tracer in the palm of his hand. It was shaped has a small spider, similar to the red spider on the back of his costume. It was silver, but the chemical of the webbing, which allowed it to stick to most surfaces, gave it a white glimmer. He moved his desk chair over to the computer where he typed in some calculations.

"Okay, now if I could download the software of the chip, and combine it with the device of the computer, and then download them both to my cell phone, then I should be able to track the tracers wherever I am using my cell phone."

Within a couple of minutes, the download was complete, and Peter Parker held one more accessory to add to his crime fighting repertoire.

_Parker, you are a genius._ _With the tracers, I no longer need to worry about losing an enemy, and better, I should be able to track them back to where they come from. Hopefully, I won't have to use this any time soon._

**Somewhere in an Unknown Location**

The crime lord walked into a dark location. Although this is how the hideout was supposed to look, he still felt something amiss. He walked inside slowly, not being able to see where he was going, until suddenly, he hears a noise, which causes him to stop moving. The noise sounded like a machine charging up. Within seconds, a large blast of energy shoots by the crime lord. He noticed it was not being aimed at him, just near him.

An old man is heard somewhere in front of him, "You wanted good news, Big Man; well I would like to introduce you to . . ."

A spotlight came from the ceiling, and shined down on a man standing on a metal floor. He wore a thick, brown jacket. The hood from the jacket covered the top of his head. His jacket was zipped up about halfway up his chest, where you could see he wore an orange shirt under it. The lower half of his body consisted of thick, black pants, and brown army boots.

" . . . The Shocker!"

**Next: The First Move, part 2**


	7. Chapter 7: The First Move, Part 2

**The Marvelous Spider-Man**

**Chapter 7 – "The First Move, Part 2"**

**Previously . . .**

Spider-Man has had a busy week, but the weekend has finally arrived, however, the trouble only continues as the Enforcers attack him for the second time in three days. While he jailed Ox and Montana, Fancy Dan escaped, causing Spider-Man to create a new technology, the Spider Tracer. Meanwhile, Gwen revealed to Peter why she hasn't been talking to him lately, and it's not the reason he thought it was, as she revealed she only wants to be friends. Harry invited the two to a party, one which Peter can't join; Gwen however was able to go. Finally, the crime lord revealed as the Big Man enters a dark lab in which an elderly man as revealed a new weapon to stop decrease in crime intake.

**Sunday night - Secret hideout**

"You sure have a way with introductions, Stillwell." Big Man said, as he walked toward the Shocker.

The old man came of the shadows and into the light, revealing Farley Stillwell.

"I told you, it's Tinkerer, the last thing I need are people finding out where I am hiding out."

"If you did your jobs right in the first place, you wouldn't be in such a mess." Big Man stated

"You can't blame me that we are going after one of the quickest and smartest human beings on the planet, I have done my job! I worked with Hammer, I got Jameson involved, and both times Spider-Man has gotten the best of us, the least you could do is praise me for trying."

"I will praise you when I see success, Stillwell."

"Well, then let me show you my new invention, science isn't my only strengths you know. This new technology will be the next evolution of weaponry. It's cheap, it's compatible, and it's powerful!" Tinkerer continued to praise his work, while the Big Man was still unimpressed as all he had shown him was a beam of energy that really didn't do much damage to the wall behind him.

"Mr. Schultz, if you would . . ." Tinkerer asked.

Shocker removed his jacket, revealing muscles that outlined his yellow shirt. He threw the jacket to the floor, revealing his face. He had short hair that was a dark blonde in color. He looked older than you'd expect, possibly in his forties or late thirties. He stretched out his two arms, revealing his shock gloves.

While they were called shock gloves, they really didn't cover the hand, but more the forearm. He wore black, thick gloves under the shock gloves. Around his forearm was a thick silver band. It was attached to his arm close to his elbows. Continuing down the forearm, there were small three metal bands, all connected together by wires, which were covered by a thin, clear strong plastic that protected the wires. Near his wrists were small projectors that circulated around the bands.

"You see, Big Man, the thick band contains a special type of electricity that is activated when Herman clinches his fists, thanks to that small lever at the end of the weapon. The electricity is sent to through the wires and to the emitters at the end of the weapon, around his wrists. The emitters let out a giant energy wave, which contains the rest of the volts that weren't needed to power up the weapons. He wears the black gloves underneath so he doesn't get burned by the high energy and power or get shocked by any of the electricity."

Big Man listened to the Tinkerer carefully, making sure he doesn't hear any flaws in the plan.

"This had better work well in a battle with Spider-Man . . ." He faced Tinkerer closely, in an intimidating pose, ". . . because you're running out of strikes."

**

* * *

**

Three days ago, Thursday afternoon . . .

Peter walked into Dr. Connors class. He was completely exhausted from the day before that he almost overslept. Dr. Connors, lucky for him, was also late, so he wasn't noticed for it. He sat down in his seat right behind Gwen, who didn't even acknowledge him.

"Gwen?" He said softly. She didn't turn around.

Peter tapped her on the shoulder. She budged from the touch, but still didn't turn around.

"Gwen, I'm so sorry for ditching out on you yesterday. I really wanted to help you, but I didn't even make it to school. I was just caught up in some things, and now I'm going to have to make up a class with Dr. Connors."

Gwen was silent.

"Could you at least say something to me?"

Gwen was still silent.

_Way to screw up a future relationship . . . heck, I just screwed up a potential friendship._

**Later . . . **

In the halls after class, Gwen walked out with Harry.

"So, you really that mad at Peter?" Harry asked her.

Gwen looked down as she walked and sighed, "Honestly, no . . . I'm just afraid."

"Afraid of what?"

"That he's going to ask me out." Gwen stated

"So? He's a good guy, and that's no reason to ignore him. That's almost ridiculous!"

"Yeah, that's what I thought about my last three boyfriends. I'm sick of being just a puppet for boys. It's almost like this whole model persona just completely attracts them and they don't want me for me."

"Peter's not like that, trust me." Harry said, helping his friend.

"I'm still trying to get over the last one, and I need time."

"What happened?"

"I don't want to talk about it, I just need time." Gwen re-stated.

"Then, tell him that. Look I'm having a party this Sunday night. I'll try and call Peter, and maybe we can get together before that."

_It probably doesn't matter; I probably ended up ruining any chance at a friendship with this guy_, Gwen thought to herself

**

* * *

**

Osborn's Mansion/Giant Apartment

Loud music, crazy teenagers, and a huge mess were all that you could see and hear when you entered the front door. Harry didn't want this to turn into some chaotic mess, but with the people that Flash invited, it was kind of hard. The only silent one was Gwen, who sat on the sofa, by herself. She had a cup of punch in her hand, but she wasn't taking a drink of it, just shaking it softly and watching the red juice move back and forth.

There were probably fifty to sixty students in just the one room; there were more in the kitchen, and in the hobby room, where the pool table, television, and foosball table was. Harry was in the kitchen trying to get more food out on the table. Flash and Liz were hanging out near the door. That's when Liz caught a glimpse of Gwen moping around on the couch.

"Be right back, Flash." She said to him, as she walked over to Gwen.

"You look like your having a blast." Liz said sarcastically.

"Oh, yeah, I'm having great fun!"

"You need to loosen up a bit, you know? What happened to that sassy model I've known for years?"

"She left when she met the cute softy known as Peter Parker." Gwen stated.

"I thought you weren't ready for another relationship, and trust me, I know, your last one was bad." Liz said.

"I'm not, it's strange, but I can't get him off my mind. It's like I just want to be friends with him, but something's pulling me toward him." Gwen confessed.

"Maybe you really like this guy, you're just afraid of the consequences." Liz said.

Liz suddenly noticed the change of song, "Come on, go find a guy to dance with, it will help you forget about ol' Petey."

"Eh, I'm not feeling it."

"Come on, you're such a bore!" Liz joked. But Gwen wasn't in the mood for jokes, Liz wasn't responding as serious as a true friend should, so Gwen left into the kitchen. Soon after, the doorbell rang. Flash opened it and standing there was three young men. The one in front had long black hair, a leather jacket, and ripped up jeans. His face was stern. He had very bright blue eyes and a goatee growing on his chin. He stood in the doorway; carrying two six packs of beer.

"Hello, Flash, mind if we crash the party?" The man's accent was Russian accent was strong.

"Michael? You decided to join!" Flash said excitingly.

"Yes, I brought some friends, and party favors!" He lifted up his hand, showing off the beer, along with his friends who each held two packs.

"Uh, Michael, this isn't really the place . . ." Flash thought for a moment, "Ah what the hell, come on in!"

"Now the party can really begin . . ." Michael said, walking in, placing the beer on the table, nearby the punch.

**Meanwhile, inside the kitchen . . .**

"You know, your dad isn't going to be happy when he comes home to a house like this . . ."

"I know, thankfully he isn't going to be here until tomorrow night, after his presentation, I told Flash to keep the extra visitors to a minimum, but apparently fifty isn't the minimum anymore."

"I counted sixty-three." Gwen joked.

Harry grabbed a bag of chips, and began pouring them into a bowl, "What's worse is I'm going through twice as many bags of chips." Harry commented

"Why don't you just tell everyone to leave?"

"Because Flash really wanted to do this, and he's like one of my best friends, I couldn't say no."

"You could if it helped free the house of unwanted guests."

"I'll have time to clean up tomorrow . . ." He grabbed the bowl of chips in one hand, and a soda in the other, and used his back to open the door, "as long as it doesn't get worse than this . . ." Harry turned around, and his eyes widened in shock.

He saw the usual dancing and talking, but there was a big difference. On the couch kids were piled up, and half were drinking beer, or had beer on the table. There were two empty bottles on the floor, and some was even spilt on the carpet. Gwen followed him out the kitchen to follow him in shock. Harry put down the chips and soda on a nearby table, and walked over to the sitting area.

"Okay, who brought the liquor?" Harry demanded his question.

Michael stood up from his seat, holding a half empty bottle of beer, "So this is the pipsqueak who is throwing this lame party?" He threw his arm around Harry's shoulder.

"Yeah, and who invited you?" Harry asked, shoving his arm off.

"Well, Flash did, he knows who the real men are."

"Yeah, well, sorry, but you're gonna have to leave, along with the rest of your loser gang."

"Not gonna happen . . ." He gulped his beer down simply and threw the glass to the ground, shattering it, "when Michael Morbius crashes a party, he crashes a party!"

Harry looked over to Flash who just nudged his shoulder. He tried to hide his beer form Harry, but he saw it, as well as the other crazy young adults and teenagers who got their hands on the liquor available. Harry just walked away, but Gwen had had enough. Harry turned around just in time to see her leave the building, flashing him a quick, stern look. Harry walked back into the kitchen, to just let the chaos happen away from him.

**

* * *

**

Daily Bugle, Monday Morning . . .

Peter walked into the Daily Bugle offices, carrying his backpack on his shoulder, implying he would be heading to his classes soon. He spotted Robbie talking to Betty Brant at the secretary's desk.

"Mr. Robertson! I have pictures from Saturday night" He yelled out as he walked toward Betty's desk.

Robbie acknowledged him, but continued to talk to Betty. Peter arrived seconds later, and joined in the conversation, "What's up guys?" He said almost enthusiastically.

"Actually, Peter, this is kind of a private conversation, I'll be with you in a moment." Robbie stated.

Peter was shocked to hear this from Robbie. He is one of the few people that will actually share information with him, and be excited to do so. He just backed out however, and watched from a few feet away. Ned Leeds, whose desk happened to be nearby, rolled his chair backwards to get himself closer to Peter.

"Hey . . ." He said quieter than normal.

"Hey Ned . . ." Peter responded, still focusing on Betty and Robbie's silent conversation.

"You really want to know what all this is about?" Ned asked.

"Well, I'm usually not one for prying, but . . ."

"Jonah returned yesterday, and Robbie is really worried about him. He sent Eddie Brock after a crime lord."

"The one they mistook for Foswell that one time?" Peter asked

"Yeah . . ."

"Well, what's wrong with him?"

"I'm sure you know all about the Scorpion ordeal last week?" Ned asked

"All too well, actually . . ." Peter said.

"Well, Jameson was involved in the whole mess, wasting away 20,000 dollars for it. The Scorpion killed a man in the subway, and now Jameson feels responsible for his death. Worse than that, he did it to take down Spider-Man."

Peter pretended to sound surprised, even though he practically knew almost all of this.

Ned continued, "Yesterday, I heard that Jonah just went all out on Robbie and spilled all his guts. He's actually devoting himself to taking down all criminals, and he's starting with Eddie Brock chasing down the crime lord. He even has a weapon in his bottom drawer."

That's when Peter's surprise became true. He had no clue that Jonah concealed a weapon at the Bugle.

"How exactly do you know all this, Ned? And why would you tell me?"

"Betty told me, Robbie shares everything with Betty, and she shares everything with me, she told me she planned to tell you too, because while it is a subject that shouldn't be shouted to the world, she thinks that there are people who are close enough to Jonah that should know that."

"Thanks, Ned, and she's right, you know."

"About what?"

"When you've made mistakes, it should be your friends that help bring you up again . . ."

Peter handed him an envelope containing photos, "Give these to Robbie when he's free, I have to get to class."

Peter ran out of the Bugle office and into the stairwell. Ned watched him run away just as Robbie finally walked over to Ned.

"What's up with Peter?"

"He had classes to get to." Ned handed Robbie the photos, and turned around.

Robbie examined the envelope, and played with it in his hand, "So, what exactly did you tell him?"

Ned turned his head slightly so he could see Robbie out of the corner of his eye, "Everything he should know."

Robbie shook his head up and down slightly, showing that he agreed, and left Ned's cubicle.

**

* * *

**

Daily Bugle Rooftop

Peter stood on the roof in his Spider-Man costume and his mask in his hand.

_If it's one thing that I've never done, it's try to get through to Jameson as a friend in this costume. I've just taken his criticism as I do others. Maybe if I just show him that I am actually a hero, and not someone who he should fear, he'll stop being such a sourpuss, or at least relieve some stress that's in his crazy little head . . . there I go again. I have to realize that Jameson had a tough childhood, at least from what Robbie's told me, and it's just the way he was raised. I should be trying to help him, not mock him._

Peter slipped the mask over his head, and crawled down the Bugle building until he reached the window leading into Jameson's office. He knocked on the window, poking his head around to be seen. Jameson was writing papers on his desk, and he looked up to see Spider-Man outside his window. His heart suddenly began beating faster, and his first instinct was to yell, but he almost just sat there in shock.

Spider-Man opened the window from the outside, and cautiously crawled in. The windows looking out into the office were blinded, so no one could see inside.

"What do you want from me?" He asked angrily.

"I just want to talk."

"What? You think you can just break into my office like you do everything else?"

"I'm not the person you think I am, Jameson. You've criticized me ever since I came into this city."

"You're a menace and a vigilante who takes the law into his own hands. The people need to be warned of a powerful creep that roams these streets."

"No, Jameson, I'm not. I have saved countless lives over the years, including yours on one occasion if I remember correctly . . ."

"Oh, please, it's all an act! Nobody is that selfless!"

"How do you know I'm not?"

"Because, I've seen men like you. Men who think they're doing the right thing, and in the end they just *&$^ is all up. And what happens after that? You end up turning to crime because you don't see another way out of the mess. You're a criminal! You wear a mask! You break into banks; you steal from people and because of people like you, my grandfather is dead!"

_Grandfather . . . He did have a rough childhood . . ._

"I'm sorry for that then, Jonah, but that wasn't me, I am another person."

"No. You are the same as the man who killed the man I looked up to most as a child. Just watch, one day you'll screw up so bad . . . and I'll be there to watch it happen, and see you put away for the rest of your damn life . . . Get the hell out of my office."

Spider-Man didn't hesitate to leave; he turned right around, and dived out the office window.

_I've never seen a side of Jonah like that. Well, the yelling, but not the mood he was in. He knows I try to do the right thing; he's worried about my future though. What if he's right? What if I do screw something up so bad that it will haunt me for the rest of my life . . . on second thought, that can't happen . . . because I've already done something that will haunt me for the rest of my life, and it's something that I still haven't forgiven myself for._

Spider-Man swung toward Empire State University, going through his thoughts on the way.

**

* * *

**

Empire State University

Flash and Michael stood by the front door. Michael stood against the wall, smoking a cigarette. Smoke filled the air nearby him, causing most students to hold their breath while they entered the building.

Gwen and Harry stood on the inside, looking out at the two.

"So, is he still your best friend?" Gwen asked.

Harry turned to Gwen. He was insulted by the joke and didn't hide it, "I don't know where he met this guy?"

"He goes to ESU; he takes the night classes only." Gwen stated.

"And you know this how?"

"He went to my old high school. He was actually one of the brightest in the class science-wise. He knew the inside and outside of an atom better than our teacher."

"Wow, what happened to him?" Harry asked curiously.

"Half way through the school year, he got mixed in with some very bad people. He began drinking, smoking, and I caught him doing drugs in the school alleys. It was sad because he used to be a real cute and nice guy."

"And now his hair is grown out, he wears tattered clothing, and he's trying to lure my friend into being him." Harry added

Harry and Gwen then noticed Liz coming up the steps. She was slouched over, and looked awful. Her hair wasn't brushed; she had dried mascara on her cheeks, and was wearing the same clothes as last night. She passed by Flash, who walked up to her, but she put up a barrier, and continued walking until she entered the building.

"Liz, what happened?" Gwen asked in a shocked tone.

"Why are you wearing the same clothes as yesterday?" Harry added.

"And your face there's dried mascara . . ." Gwen continued.

"I know guys . . ." She continued, "I didn't have time to get dressed this morning. I stayed up late last night."

"You only left at . . ." Harry was interrupted.

"I know, but . . . I made a big mistake." She began to cry as it looked like she had been doing for a while now, "I woke up with an enormous headache and . . ."

"Oh no . . ." Harry said, "she got drunk last night . . ." He turned around and rubbed the back of his head, while Gwen hugged her friend, trying to comfort her.

Harry thought to himself, _I'm so stupid; this is all of my fault! If I had gotten rid of those punks and their beer, Liz wouldn't be crying right now . . . Thing is, this doesn't sound like Liz. She's wild, but she's still responsible, I know her, the only reason she would drink is . . ._

Harry turned and saw Flash talking to Michael.

_Flash and Michael . . . damn . . ._

Moments later, Peter walked in through the front door.

"Man, who invited the chimney?" Peter asked the crowd in front of him, and after seeing Liz in Gwen's shoulders asked, "What's wrong with Liz?"

"She had a rough night . . ." Harry whispered, "I'll tell you about it later . . . let's get to class."

Peter was confused by what he meant by rough night. He did remember that he had a party and if Flash was there, Liz was bound to be there. He wondered what had happened, but he also had his own problems with Jonah on his mind. As they entered the classroom, Peter noticed Dr. Connors wasn't in the classroom yet. He was becoming curious, as this was the second time this had happened in the past three classes.

Harry took his seat next to a few other students who arrived a little early, and Peter walked over to his office, which was just down the hall. He knocked on the door and listened; however, he didn't get an answer. Reluctantly he pulled down on the door handle, and opened it slowly. He poked his head inside to get a minor view. He saw two of the lizard containers on his desk, along with a needle to inject something. Peter couldn't make it out, but there was a green liquid inside a test tube.

"Dr. Connors?" He asked softly.

"Yes." A voice from behind Peter said.

Peter quickly closed the door, and turned around, "Dr. Connors, you really scared . . ."

"You know you're going to be late for class if you don't get in your seat in fifteen seconds." he said in a joking manner.

"Yeah, but you'll let me off with a warning right?"

Dr. Connors smiled, and put his hand on Peter's right shoulder, "A responsible man doesn't stretch his limits, he finds out what they are, and gets to class extra early."

Peter smiled, "Right."

"Hope you're ready to answer questions in class. Those who snoop in on my office get picked on twice as much."

"I'll be ready!" He said as he walked back into the classroom. Dr. Connors pulled out a key, and locked his office door before heading into the classroom down the hall.

**

* * *

**

Hideout

Herman Schultz, or as Tinkerer called him, the Shocker, stood in the back of the warehouse in silence. Suddenly, four spotlights came on from the ceiling and aimed at four targets with the face of Spider-Man in the middle. Herman looked up, and immediately blasted the energy out of his gloves, and shattered the four targets within seconds.

He turned around and saw Tinkerer standing in the middle of the warehouse. He was holding a case in his hand and he began to walk toward him.

"You have gotten better at your aiming." Tinkerer complimented him.

"Thanks, doc . . . The kickback of the electricity is killing me though."

"I suspected that when I saw the red marks on your arms." Tinkerer laid the briefcase on the table.

"Whatcha got there?" Herman asked.

"A suit I built. It is non-conductive, and can withstand the shock waves you put out, so there's no pain when the energy or electricity kicks back at you." Tinkerer opened the case, and Herman gave Stillwell a sarcastic look.

"Are you kidding me?"

Herman picked up the orange and brown bodysuit. It had crisscrossed lines going over the orange part which ended in a V-shaped fashion on his chest, and covered his shoulders, while brown covered the rest of the suit.

"What? Stillwell asked.

"I am going to look like a walking pineapple!"

"I'm sorry, but if you want to be protected from the energy blasts you give off . . ."

"I'm starting to wonder if I should take my chances!" Herman shouted.

"Well, if anything, at least wear the mask, we don't want anyone leading you back to the man in charge."

"No kidding, I wouldn't want to get the big boss man mad." Herman said as he put on the blast suit, and his mask.

"So, are you ready?" Tinkerer asked.

"Locked and loaded." said the villain as he charged up his shock gloves in a dramatic fashion.

**Next Chapter: The First Move, Part 3**


	8. Chapter 8: The First Move, Part 3

**The Marvelous Spider-Man**

**Chapter 8 – "The First Move, Part 3"**

**Previously . . .**

The past four days have been quite a struggle not only for Peter, but for his friends. Gwen continues to fight her feelings for Peter, trying to figure out what she really wants and what's best for her. Peter meanwhile, has to try and live with just being friends right now with her, which he is willing to do, for now at least. He has also invented a new type of tracer to stop his enemies from escaping. He has yet to test it however.

Harry invited a bunch of friends over for a party, and while things were getting a little bad early on, it got worse when Michael Morbius arrived, and brought beer to the scene. Liz then came to ESU the next day with a hangover and tears in her eyes. Before school, Gwen comforted her, and Peter tried to find Dr. Connors, but instead found lizards in his office, which Doc Connors suspiciously tried to hide. Now Harry and Peter prepare for Norman's big announcement at OsCorp.

After the Enforcers failed in their battle against Spider-Man, the Big Man moved up his attack, relying on Stillwell, or the Tinkerer, to develop weapons for the Shocker, who is next on the list to try and eliminate the hero.

* * *

Empire State University

Liz sat on a bench just outside of Empire State. Tears slowly fell down her face as she remembered the mistakes she had made. She had never felt the pressure like she did last night. Liz had faced everything from drugs to tattoos to cigarettes. She had always been strong and responsible. But everything changed when Flash decided to bring in some "friends" with a little beer. Liz had that little voice in her head that told her no, just as it did with the other pressures. But this was different. This time, Flash was encouraging her to do it. One beer, what's the pain in that? Well, one led to two, and two to three, and pretty soon, you hardly have a memory of the night before and a really bad headache the next morning.

Liz knew she had made a mistake, and it's probably one she will never forget. Because her conscience was so strong, it will haunt her for a long time. And the fact Flash was involved, only makes it worse for her. Soon enough, Flash walked out of the ESU building and sat down next to her. He leaned in close and put his arm around her back.

"So I was thinking tonight . . ."

She immediately backed off though, and pushed him back, "Leave me alone, Flash."

"What?" He said in shock.

"I'm not in the mood Flash; just go play with your new friend!"

"Going through another one of your 'woman' problems?" He scoffed

"More like guy problems. I don't know what I was thinking last night!"

"Oh, come on it wasn't that bad!"

"Maybe for you! You're obviously not new to this beer at a party thing. How many parties have you exactly been too with liquor? Three? Four?" Liz asked loudly.

"What does this have to do with anything?" Flash responded defensively

"Just leave me alone, Flash, I don't really want to talk to you right now."

"Well, then call me when your over it." He said rudely to her.

The fight ended quickly. Flash left her at the bench, showing no sensitivity to her and not even considering her feelings. She was mad at Flash. He had always been somewhat of a wild guy, yeah. But she saw something deep down in him, and she hoped that it would come out from his immature shell he had eventually. That wasn't the case. If anything, Liz felt it was getting worse.

Harry walked out of the school with Peter moments later. Peter had promised him he would go to his dad's OsCorp demonstration. While Harry didn't enjoy the whole science and technology ordeal like Peter did, he did enjoy his company, and sometimes the explanations Peter gave him were interesting.

Peter and Harry called for a cab, until Harry caught Liz at the corner of his eye. Harry told Peter to stay back and wait, while he talked with Liz

"You okay, Liz?" Harry asked innocently.

"No . . ." She stated simply.

"Look, I'm sorry about last night. I should have never let those guys in, and kicked them out when they did."

"It's not your fault, Harry, its Flash's . . . he let the guys in, and he helped include everyone in this new 'drinking party' and it's my fault for letting him drag me into it . . . I just thought I could handle it." Liz explained.

"Liz, it's alright. We all make mistakes, and learn from them."

"Yeah, but I knew better . . ."

"Doesn't matter. You're always going to be tempted, and sure we may fall sometimes, but the real victory is when we get back up." He put his hand on her shoulder.

Liz sniffed, "Wow, Harry, that's deep for you."

Harry smiled as she began to clear her face of tears and began to show signs of a smile, "I have my moments."

A taxi cab pulled up in front of them, Peter sat in the backseat. The back window rolled down and Peter waved and smiled at Liz. She responded with a slight smile. Harry turned and opened the cab door. Before he left, he turned to Liz, "If you ever want to talk, just give me a call."

"Thanks, Harry." She smiled.

Harry showed one last smile to her before he entered the cab, and looked at Peter, who just stared at him with a smirk on his face. The Taxi cab drove off. Harry was still confused by Peter's look.

"What, Peter? You're starting to creep me out." Harry said loudly after moments of glancing at Peter's stare.

"I've just never seen this side of you." he said seriously, with a joking tone.

"What? I'm just trying to help a friend." Harry defended himself

"And trying to gain a girlfriend in the process?"

"Who, Liz?"

"No, Harry, Jessica Simpson." Peter said sarcastically.

"Look, Liz isn't even interested in me. We went on one date in high school, and there was no chemistry, whatsoever. So, as a friend, I want to help her." Harry explained.

"Okay, okay, I understand." Peter said, not wanting to push the issue.

* * *

OsCorp Labs

Peter and Harry walked through the front doors where Norman Osborn talked with three men in nice suits.

"There's my dad; I'll tell him were here." Harry said.

Peter looked around the lab. He always enjoyed coming here with Harry. He knew Norman Osborn was a brilliant scientist, no matter how crazy Harry told him he was. He had created some amazing inventions and chemical elements. Peter stood there glancing around the room when Harry and his dad walked to him.

"Hello, Peter, glad to see you're here!" Norman stated, as enthusiastically as he could.

"Sure, Mr. Osborn, I love to see the newest scientific discoveries." Peter responded.

"Wonderful! How's your Aunt May doing?" Norman asked.

"She's been doing a lot better lately, however since college started, I feel real bad, however, I haven't seen much of her since my classes begun."

"Spend the time with her you can, Peter." Norman told him.

"Don't worry, Mr. Osborn, quality time with the family is important to me." Peter replied.

Harry waited for a response from his dad, but he didn't respond to that subject. He went straight to the point of why they were here.

"That's my boy. Come, I'll show you the new type of technology I'm showing off today." As they walked into another hallway, Norman looked back and saw Harry standing there, "Well don't just stand there, Harry, come along!"

"Glad you noticed . . ." Harry mumbled to himself.

Norman took Peter into another room where dozens of scientists and engineers worked on Osborn's latest project, GlideTech 2000.

"Wow, Mr. Osborn, that's loaded out."

"Yes, Peter. You see, it's made of pure titanium steel. The extra layers on the wings there give it a sleek cover, allowing it to glide fast, and avoid any 'turbulence'. The two footholds allow you to keep your spot on the GlideTech, and will keep you snug. It can fly up to 150 miles per hour, and high enough to make planes nervous."

"Wow, that's great, Mr. Osborn."

"Yes, it is. We are receiving big grants today from big companies, and will be announced shortly. Actually, I need to get ready right now; you boys get a good seat for the announcement."

He patted Peter on the back and walked off. Peter turned to Harry, whose expressions only made him confused. It was between anger and gloom.

"He doesn't seem so bad, Harry, I don't know what you're always complaining about."

"It's hard to explain, Peter, but ever since . . . never mind . . ."

"Ever since what?"

"Nothing, Peter, let's just go find a seat."

Harry walked off quickly, cursing himself for bringing up the subject.

"Okay . . ." Peter said, once again, having to deal with not getting the full story.

**OsCorp Main Labs**

The main lab in OsCorp is where all the great things happened at this company. They worked on their greatest projects in this room, as well as displayed them like a museum when investors and buyers came in. Today, however, it was set up like a press conference room. They had a podium set up on a stage that was placed at the far end of the room. They had fifteen rows of ten chairs, and a giant curtain covered the back of the stage, allowing Norman Osborn to prepare behind the curtain.

People were running back and forth, making sure all the arrangements were perfect. Norman, however, was calm and quiet. He stood in front of a mirror fixing his tie. He had a confident smile on his face and was ready to announce wonderful news to the company of Scientists and science lovers. However, his smile quickly faded as he spotted in the mirror, a man behind him.

The man was short. His head was bald and his face was covered in wrinkles. He wore a long, brown trench coat and a scarf hid his very skinny neck. He wore glasses on his face, and leaned on a cane. Norman was in disgust just looking at this man. He continued to tie his tie, however, trying his hardest to ignore the man's presence.

"Well, Osborn . . . you've gone too far this time." the man said. His voice was scratchy and rough.

Norman finished tying his tie and turned to face the man with a calm face, "Adrian Toomes . . . come to watch the biggest moment in the company's history?"

"You wouldn't have anything if it wasn't for me, Osborn."

"Don't talk like you're in control, Toomes."

"I am in control . . . Always have been, always will be."

Norman scoffed at the comment, "You lost control long ago, Adrian."

"That's not how I remember it . . . let me ask you, do you still have that _condition_?" Adrian asked creepily.

Norman ignored the question and turned to pour himself a glass of water at a small table nearby, "You know, Adrian, there is a saying that I once heard, it said, 'you live with the vultures, you become a vulture . . . you messed with the vultures . . ." Norman turned around, ". . . and now that's all you are . . ."

Adrian clinched his eyes in anger.

Norman continued, "A vulture looking for the leftover pieces of meat that may have been left behind. But all you're finding is the bones, old man . . . so quit searching."

"We were going to be rich together."

Osborn was about to walk out onto the platform in front of the curtain, but he placed his hand on Adrian's shoulder.

"And yet, now I'm in control."

Adrian shot a hideous look at him; one that would give Norman himself nightmares. However, Osborn continued his way up to the "stage" that was set for him to give his speech.

Adrian watched him walk around the curtain and said to himself, "The emperor only lasts for so long before he is toppled over . . . and all his power is lost."

Adrian turned away and walked out the exit, which brought him back to the main labs through a hallway. He stood in the back and watched the presentation from the shadows, far behind the row of chairs.

As Norman entered the room, he saw several newscasters and scientists gathering around the podium and the stage.

"People, there will be plenty of time for questions after the presentation! Please take your seats, we are about to begin." Dr. Mendel Stromm, Norman's personal assistant, said over the microphone.

Norman stood in the corner of the stage, waiting to be announced to the podium. Most people thought that this was an over dramatic stage set for a small announcement, but it wasn't. This was a big breakthrough for two major benefactors, and OsCorp itself. The only reason Norman wasn't jumping for joy right now was the visual of Adrian in the background.

Just his being in Norman's sight caused him to break a sweat. Adrian, meanwhile, stood in the shadows with a crooked smile on his face.

Harry and Peter were in the back row, hoping to avoid any commotion with the news crews. While Harry was aimlessly looking around, he spotted Toomes in the back of the building.

"Oh no . . ." He whispered, Peter overheard him, though.

"What is it, Harry?"

"Adrian Toomes . . ."

"Who?" Peter asked.

"Creepy old guy in the back of the room." Harry whispered.

Peter glanced back and spotted the old man, "What's wrong with him? Other then he needs some kind of age reduction surgery."

"He's an old . . . business associate of my fathers." Harry stuttered in his sentence.

"Business associate? Is that all?"

"He's probably here to try and ruin the whole meeting."

"What? Why would he . . ." Peter was interrupted.

"What if my dad breaks?" Harry began talking to himself, worried.

"Harry, are you alright?"

"No, Peter, I'm not! My best friend is hanging with some bastard who caused another one of my friends to get drunk. My father completely loves you more than me, plus he's got some crazy psycho side of him that he's trying to conceal, and it's not helping that Toomes is here!"

Peter was shocked at all the words that came from Harry. He didn't know where to start, but he was under a lot of stress, had a lot on his mind, and obviously very worried about Adrian. He always felt bad for Harry when Norman treated him like he was his own son. Norman always wanted Harry to carry on the smart scientific way. But Harry's not like that, and sadly, I think Norman is upset that his son isn't what he wants him to be. However, the psycho side of him, very much interested Peter.

"What about your dad?"

Harry let out a sigh, as if he was about to reveal a deep secret.

"About a year ago, Mr. Toomes approached my dad with a business offer that would improve the profit of both their companies. Long story short, my dad took the offer, but changed it up without the acknowledgement of Toomes. He signed a few papers, and now my dad has the best business in Manhattan while Toomes' is now turned into an ice cream parlor."

"What happened after that?"

"Toomes was pissed off. He gathered some goons and cornered my dad on the roof of his building. He threatened my dad to change the arrangements back to where they were. My dad wouldn't do it. Adrian pushed him off the side of the building. And by some miracle, if it wasn't for Spider-Man passing by at that exact time, my dad wouldn't be here today."

Peter slightly remembered the moment. He was trying hard to pull the pieces together. He did remember the rescue, but never any goons being involved.

"Ever since that moment, my dad has never been the same. He went through periods of extreme anger. At one point he almost killed our butler. He has gone to psychiatrists and doctors of all sorts. We found out he had developed a multiple personality disorder that, under high moments of stress, would come out."

"And this other side of him just resorts to violence?"

"Anger, violence, rage . . . I guess the trauma of a near death experience changed him. We thought we had it contained, but last week at lunch, I saw traces of it again. I hoped that maybe it was just a fluke and tried not to tick my dad off in any way. But with Adrian here, I'm afraid it will push him over the edge, and his second personality will come alive again.

Peter listened in shock as he turned to face the stage, as Norman came about, ready to announce his news.

* * *

Downtown Jail

Eddie Brock sat inside a small room with Captain George Stacy. The room was completely walled in. No windows, no lights, and the only way in or out was the door. Inside the room was a table and four chairs, with a small lamp that was plugged in.

"Let me ask you about Spider-Man . . . what's your deal with him?" Eddie asked.

Montana looked up with a smirk on his face, "The bug is on our hit list."

"Why?" Eddie asked back.

"Because, that guy swings around town like he's in control. He wears those red and blue tights around, and worst of all, it makes it hard for us to make a livin' on what we do."

"So your boss hired you because Spider-Man is lowering the crime intake."

"You didn't hear it from me." Montana said.

"What about your boss?" Eddie asked, switching gears quickly.

"What about him?" Montana replied sarcastically.

"Who is he?"

"Boy, that's need-to-know."

"Why not share?" Eddie asked.

"Because do you know what the big guy would do if we spilled everything? He'd have our heads up our asses for that." Montana said.

"Is it worse living in this hellhole?" Eddie asked.

"Do you want me to answer that?" Montana replied with a question.

Eddie turned around, closing his notepad, and talked to Captain Stacy, "I'm done here."

Captain Stacy turned and was about to walk out the door with Eddie until they heard something come back far in the room, "Stillwell."

"What?" Eddie asked. He couldn't make out what Ox was saying. The man rarely talked, and when he did, it was very deep.

"Stillwell, Farley Stillwell." Ox simply said.

Montana turned around in shock, about to curse out Ox for giving away anything, but Ox ignored him.

"What about Stillwell?" Eddie asked. Captain Stacy got in on it too. They weren't able to get anything out of them, but one reporter shows up, and Ox decides to share.

"Listen, we don't know anything about this crime lord, he contacts us. His name is the Big Man. The only one of us he knew personally was Fancy Dan. We were kept out of the loop on everything . . ."

"Only hired to kill . . ." Montana interrupted.

"Yeah . . . but we did get a mention of Stillwell, I don't know where he's at though, I swear!" Ox said defensively.

"He's probably telling the truth, you know, spilt his beans on everything else." Eddie whispered to Captain Stacy.

"You're right . . . Stillwell has been up to a lot lately though, it would be nice to have a lead."

Eddie Brock thought for a moment, "Maybe we do. . ."

* * *

The Daily Bugle, Later that Day

Peter Parker exited the elevator, and headed for Jameson's office. He had just come from OsCorp, and had a lot going through his mind. Harry revealed a lot of secrets that he never even thought about. He felt for his friend. As he entered through Jameson's office. It was kind of awkward for him since the last time he saw Jameson or was in his office, he was wearing his blue and red costume.

"Mr. Jameson?" He asked quietly

"Peter! Whatcha got?" J.J. asked, cheerier than usual.

"Um, I have pictures from the OsCorp demonstration today." Peter stated

"Who were the funders?" Jameson asked in curiosity.

"The Hardy Foundation – I have pictures of Mr. Osborn and Mrs. Hardy together, and the philanthropist Wilson Fisk also funded his work as well!"

"And you got pictures of Fisk as well?"

"Yes."

He lay the photos on the table, "Unfortunately for Fisk, I had to use a wide lens."

Jameson smiled. He didn't laugh, but it was at least a smile, He seemed to be calming down after his few outrages and cry outs. At least until Eddie Brock and Captain Stacy barged in, causing more commotion.

"Jameson!" Eddie yelled out

"Brock! What gives you the right . . .?"

"Where is Stillwell hiding out?" Eddie asked.

"What? How should I know?" He asked in return.

Eddie pushed his way to the front, knocking away Peter, who didn't appreciate it.

"Stillwell, you were involved with him, where are his hideouts!" Eddie commanded an answer

Stacy's eyes lit up, "Jameson was involved with Stillwell?"

Jameson's heart sank. He hadn't been revealed to the authorities at all. He had been the silent helper through the Scorpion ordeal. Now Captain Stacy has an inside. He also now wanted to punch Eddie in the face.

"No, involved, what are you talking about?" Jameson defended himself.

Peter wanted to jump in, but he knew no one would listen. Jameson did deserve to go to jail for what he did, but on the other hand, he was only doing what he thought was right, even if it was stupid pairing himself with two criminals.

"Jameson, do you know where Stillwell is hiding out, or any of his hideouts for that matter?" Eddie asked aloud.

"No, I swear, I don't know anything!"

Robbie opened the door to the office just in time for Jonah's sake to see what all the yelling was about, "Guys, guys . . ."

Everyone looked back at Robbie.

"You guys may want to see this."

Everyone in the office walked outside to watch their small television. Another breaking story was announced by the News anchor, "This just in, a man in some kind of costume is down in Times Square causing all kinds of commotion. Two people are injured, and one is in critical condition. We have no video footage at the moment.

"Spider-Man, It's gotta be Spider-Man." Jameson snarled under his breath.

_Can't be, loud mouth, I'm right here . . . Peter thought to himself._

Eddie and Captain Stacy immediately left for Times Square in the elevator, and Peter went into the stairwell, leaving Jameson and Robertson in the Bugle.

* * *

Times Square

Standing on top of the giant skyscraper filled with neon signs and flashing lights was the Shocker. He bore his yellowish striped armor and his brown shock-proof suit. He planned to draw in Spider-Man and take him out by surprise, using the injured below as bait. That plan quickly backfired however, because in a split second, Shocker turned his head and Spider-Man swing-kicked him off the edge of the building.

Shocker wasn't dumb though, he set his launchers for full blast, and shot into the ground, relieving some of the falling speed. He slowly came to a halt, and landed on the ground safely. Spider-Man watched from a safe distance. He wasn't going to let the man fall to his death, but since he was able to save himself, it gave Spider-Man just enough time to gather the injured civilians, and take them to the nearby paramedics.

After handing over the last injured civilian, Spider-Man turned around, and faced Shocker.

"So, what do they call you? Pineapple Pete? Armadillo Andy?" Spider-Man mocked.

"They call me the Shocker, and you're about to find out why!"

Not hesitating for a second, Shocker immediately clinched his fists and the electricity traveled through the gloves. Moments later, a giant shockwave of pure energy was released. Spider-Man's sense went off just in time, and he rolled out of the way. Spider-Man shot two web lines at Shocker and yanked him. Shocker flew toward Spider-Man, and powered up his gloves. Spider-Man dodged the punch, and elbowed his back. Shocker's momentum led him to a lamppost.

He grabbed it and spun around, gaining his balance back, "You got more skill than I anticipated."

"Oh, don't tell me, you're just another creep in a costume trying to rid me from the city? I swear you guys are worse than Jameson." Spider-Man moaned.

"You could say that." Shocker said.

Spider-Man got himself airborne and launched multiple web bullets at Shocker to distract him. While Shocker managed to dodge the webs, he was too late to stop the kick that came down from above him. The kick slammed him into the ground.

"Well, must I say, you were less of a challenge than I expected."

"You haven't seen my true power, kid." Shocker said to the hero that stood above him.

He charged up his gloves, and shot a large wave at Spider-Man, who was too close to even think about getting out of the way. The close range shot sent Spider-Man flying into a giant neon sign. The broken sign exploded and sent Spider-Man flying out again.

Shocker took advantage of his defenseless body. He quickly stood up and shot two quick bursts to the ground, causing him to fly up high into the air. As he approached the airborne web slinger, he shot two powerful shockwaves at him. The energy sent Spider-Man flying into a brick building, and Shocker in the opposite direction.

Spider-Man was hit hard so many times he barely had any consciousness left. Shocker, meanwhile, continued his slow descent to the ground in the same way he did before.

Spider-Man shook his head, and realized he was half way inside another building, "I need to invest in a shock-proof suit."

Spider-Man regained his composure and crawled quickly down the building. Shocker saw the wall-crawler and shot two shockwaves his way. Spider-Man's spider sense went off, and he lunged off the wall, landing in front of Shocker.

"Listen, why don't we just call it a draw and . . ." Spider-Man started to say, but was cut off when Shocker went in for a punch.

He dodged the first punch, but missed the second, which ended with a real kick. The electric shock sent through the punch, paralyzed Spider-Man long enough for Shocker to get in one good shot. He charged up his gloves once again, and at full power, Spider-Man was sent flying into a car on the other side of the street. Spider-Man was motionless. The driver's door of the car was completely damaged under Spider-Man and the force that came with him.

Shocker walked over to the car to make sure his target wasn't getting away. To be sure he stepped back and flipped the car by shooting the bottom of it. The car was crushed as it landed on its roof.

"G'night Spider-Man." Shocker said simply, before running off into a nearby alley. Police cars soon filled the scene. In the lead car were Captain Stacy and Eddie Brock. As soon as the car stopped, Eddie immediately ran after Shocker after getting a brief glimpse of him running into an alley. Captain Stacy tried to call for him, but Brock continued to run. Moments later, Stacy got out of his car, and walked over to the crashed car. He saw Spider-Man's hand sticking out of what was left of the window. He looked closely and saw the fingers flinch for a moment. Captain Stacy smiled in relief and called for his crew to help flip the car back over.

**About an hour later . . .**

Herman Schultz and Farley Stillwell walked into the Big Man's office. Herman held a briefcase in his hand, which carried his shocker uniform.

"I suppose you've completed your assignment?" Big Man asked, sitting at his desk in the shadows.

"The bug is dead." Schultz stated simply.

"Good, the boss will be pleased." Big Man added.

"Yes, he will." Herman pulled a gun from inside of his brown jacket and pointed the gun at the Big Man. He didn't have any time to react before the trigger was pulled. The Big Man laid flat on his desk as a blood puddle formed under his head.

Stillwell stretched a smile across his face, "I hope this Kingpin guy knows what he's doing, getting rid of one of his top crime lords."

Herman turned to Stillwell, "I've worked with the Kingpin for years now and if it's one thing he's good at, it's getting rid of people who will either get in his way, or is a threat to revealing his identity and criminal empire."

Stillwell turned to leave the building, expecting Schultz to follow, but he didn't. He pointed the gun at the back of Stillwell's head, and shot him. Stillwell fell face first to the ground. Herman threw the gun to the ground, and walked out slowly.

"Sorry, Tink, but your to known by the public to be a use to the Kingpin anymore." Herman said as he closed the office door behind him.

Moments Later, New York patrols entered the scene of the crime. They were preparing to take away both Stillwell, and the crime lord known as Big Man. Captain George Stacy, Detectives Stan Carter and Jean Dewolffe, and Investigator Jason Macendale searched the office for any leads of where the killer went. Eddie Brock stood in the back and took notes for the Bugle.

"This just doesn't make sense. Farley Stillwell is wanted for theft and murder in the past week. He is found in the office of a big time crime lord, and both are dead." Eddie said.

"Kid, your new here, so I don't expect you to understand, but out in the dark, cold world of criminals . . . anything is possible." Macendale said to Eddie.

Eddie almost received chills from that statement, but continued writing down anything that would be useful for Jonah.

Things changed quickly when Spider-Man swung up to the open window, and landed on the sill.

"Spider-Man! I thought you were road kill!" Eddie scoffed.

Spider-Man ignored him. He held a cell phone in his hand, and examined the area.

"Stillwell . . . and the man in the nice suit . . . who was he?" Spider-Man asked Stacy after talking to himself.

"The Big Man . . ." Stacy said as he received papers from Carter, ". . . and now we have all the information we need on his criminal output.

"I know who did this Stacy." Spider-Man interrupted, "It was Shocker!"

"How do you know, kid, you're not a detective!" Eddie yelled out.

"You're one to talk, Brock, especially after your phony article in the Bugle . . ."

Eddie turned away, and Spider-Man continued.

"I was able to place a tracer on Shocker's leg just before I was blasted into the car. I've been using my cell to trace him through the city. He seemed to stop for a few moments here before heading north again. I saw the commotion and thought that I'd check out what is going on."

"Well, at least Stillwell won't be a problem anymore." Macendale added.

Spider-Man turned to him, "Yes, but nobody deserves to have their life taken by someone else, no matter how evil that person may be . . . that's not for us to decide, or Shocker."

Spider-Man told Macendale as if he was dealing with a personal issue, and he was. His uncle was taken by a bullet, and he knows the pain that he felt when he died. Spider-Man took a moment before his spider-sense went berserk.

Spider-Man had no idea what was wrong, but acted quickly. Dropping his phone, he jumped in and grabbed Macendale and Dewolffe. He jumped out the window, and landed on the roof of a nearby building. He zipped up high, and shot two web lines to each side of the window, catapulting himself through the glass.

Eddie, Carter, and Stacy all were confused on the hero's motive, because they had no idea what was happening. He jumped out and back up within five seconds. Spider-Man grabbed Stacy and the nearby cop, Carter, and jumped onto the sill; He then lunged over to the building and safely let them down.

"Spider-Man, what are you doing?" Carter asked.

"Spider-Man, have you gone crazy!" Dewolffe asked.

"What the hell?" Macendale yelled.

The all asked simultaneously, but Spider-Man didn't listen, he still had one more person inside, and he had to save him quickly, because his head began pounding harder and harder.

He launched himself back into the building, and saw Eddie standing against the wall with an angry look on his face.

"Really, bug? We're here on investigation, and you don't have the right . . ."

Spider-Man didn't listen. He shot two webs at Brock, and yanked him to his side, grabbing a hold of his jacket.

The four detectives stood on the rooftop of the next building over, talking amongst themselves about the crazy hero. Captain Stacy stood and watched up above, waiting for him to come out with Eddie, but to his surprise, and to everyone who stood within ten blocks of the building's surprise, the top floor exploded in flames.

Suddenly, two small figures were seen flying out of the fire. Spider-Man had Eddie Brock by the jacket, and swung a few buildings over.

He dropped Eddie to the ground. Eddie quickly stood up, wiping the dirt and gravel from his jacket, "I ought a . . ."

Spider-Man turned around and interrupted him, grabbing and shaking his hand, "Thank me? Really, it's nothing!"

He jumped off the ledge, leaving Eddie up top, "That son of a *&)$^" Eddie whispered to himself, "How am I going to explain how I lost JJ's camera now . . ."

Spider-Man walked up to the cops on the rooftops, immediately being thanked by Captain Stacy.

"I have to thank you, Spider-Man, but also have to know how you knew there was a bomb!"

"Let's just say, I didn't know, but had a hunch."

"Well, no matter what the Bugle says, I can assure you that I and the rest of us have got your back, and support the help you're lending this city."

Spider-Man smiled under his mask. It was the first time that anyone had thanked him for a good duty. For the first time, he was given gratitude. Finally, all the hard work was paying off. Without saying a word, he ran off, and shot a web line to the next highest building, and swung off into the distance.

* * *

Meanwhile, in another unknown location

"Damn! How did that bug know that I had bombs planted there!" A large man said.

"That kid has special powers, boss, who knows what else he'll pull out of his sleeve." Schultz said to the man.

The man he talked to stood in a giant room. It looked like the room itself could have cost a million dollars. With priceless artifacts scattered in glass displays and objects such as a fountain and areas such sitting room looking over the whole city, it was obvious this man was rich. Not only was he rich in money, but in power. The owner of this fine establishment was the Kingpin.

The Kingpin was a rotund man that any average person would mistake for a fat man. However, this was not nearly the case. He was all five hundred pounds of pure muscle. He was over six and a half feet tall, and his nice white suit had to be fitted for his liking. No, they don't sell XXXXL's in the store.

"At least the Big Man's records were destroyed in the fire, that's all that's important." Kingpin added

"So, now with Tinkerer unable to do field work, who's your next guy?" Shocker asked.

"I don't need a next guy, Shocker. Stillwell was a fool. He revealed himself to half of the city in a stupid attempt to create scientific monstrosities. Worse, he was almost jailed, and who knows what they would have gotten out of him." the Kingpin continued, "The point is that the Big Man is now dead, and out of my way."

"What about the other crime lords? Silvermane? Hammerhead? Owl? They've all been sharing the city along with you and the Big Man." Shocker asked.

"I own most of the city, Shocker, make no mistake of that. A gang war has been on the horizon for a while now. All it needed was the gas to ignite the flame. I have made _The First Move _and now I wait for the others, to take their turn."

* * *

Queens, New York, after sunset.

_Well this should be interesting, now I have to find out how to explain to Aunt May how I destroyed my phone. How could I have been so stupid! I drop it into the building, and worse, I wasn't able to track down Shocker, and once again, the villain escapes._

_I really should call Harry when I get home, make sure he (and his father) are doing alright. I wouldn't want them to get hurt, no matter how crazy Norman really is. I still would like to know more about this other personality he developed. Maybe I'll Google it when I get home. I really like Google. Where would I be without Google?_

Peter walked down the streets of his neighborhood, nearing his house soon; he passed by the house of Flash Thompson. He heard yelling from the inside. Peter couldn't help but walk by a little slower, maybe catch some words that were said, but before he could even pass by the house, Liz Allen opened and slammed the door. She sat on his front steps and put her head into her hands.

Peter decided to walk over to her, "Liz?"

Liz looked up, wiping the tears from her face and sniffing, "Hey, Petey."

"I don't know if this is a dumb question, but are you okay?"

"I've just had it really rough the past few days." Liz answered

"You wanna talk about it?" Peter asked

Liz looked up and was about to say no, "Actually . . . "but she thought it over, and sniffed, "Yeah."

Peter smiled and helped her up off the concrete. They both walked toward his house. Flash watched out the window in anger.

**Parker Household**

Aunt May was always willing to serve houseguests. No matter who it was, she would even allow complete strangers to come into her house if they needed. She served Peter and Liz some leftover apple pie from the night before. She then headed to bed early, allowing Peter and Liz to be left alone.

". . . Well, Flash decided to bring in the beer guys, and, well, at first it was nothing, just a few people grabbed a few drinks. No big deal . . . but soon, Flash started drinking, and he seemed to be doing fine. He then asked me for one." Liz explained.

Peter stretched a worried look across his face.

"I've always been a girl of conscience. I always told myself I would never give in to peer pressure. It was one of the things that has always haunted me; that I would fall to that kind of behavior. But Flash didn't look like he was being harmed at all, so I took the bottle from Flash. I took one, but then they kept coming . . . and coming . . ." Tears began to form in Liz's eyes.

"And now I don't even remember anything past the fourth drink . . ." Liz finished

"Oh man, Liz . . ." Peter sighed.

"Is that what was wrong this morning?" Peter continued.

"Yes, and worst of all, Flash doesn't even care. I know he's been to hundreds of these drinking parties, now I don't even want to look at the guy." Liz said angrily.

"Liz, I'm really sorry . . ." Peter showed his caring for Liz, "But you know, what Harry said was true."

"Yeah, He's a good friend. I can see why you two get along so great."

Peter acknowledged her comment, and then an awkward silence fell among the two as the drama was passing through.

"Your Aunt makes the best pie." Liz said, changing the subject and finally clearing up of her tears and stuffy nose.

"Yeah, she does. She told me it's the recipe her grandmother used for Christmas desserts."

"It's delicious." She smiled, "Peter, thanks for inviting me in and all, I mean, It's not often someone helps you off the streets like you did, and we don't even know each other that well."

"Well, being a part of a group of nerds, I don't fit in that well with a lot of people." Peter said as he picked up the plates and utensils from the table.

"You sure got Gwen's attention."

"She's not into me." Peter stated simply, putting the dishes in the sink.

"Not into you? Petey, she's all into you!" Liz exaggerated.

"Well, she sure didn't show it at lunch the other day."

"Listen, Peter, she got out of a really messy breakup, trust me, I know, and has had bad ones before that." Liz got up from her seat and grabbed her jacket from the coat rack near the front door. Peter followed her outside.

"Trust me, Petey, Gwen just needs her time. She will come to you when she's ready." Liz said

Peter smiled.

"You know what, Petey, you're really cool. I mean, I never really even tried to reach out to some people because Flash was holding me back, and I never realized it until now. But I know what I have to do." Liz continued.

"What?"

"I need to get my priorities straight, and think things over, because Flash has been wrong about a lot of things now that I think about it . . . including you."

Peter showed his smile once again, almost blushing at the complement.

"Thanks, Peter, I really needed to talk to someone about this."

"I'm open anytime." Peter said to her.

Liz smiled at him, "See you at class tomorrow?"

"I'll be there."

Peter walked inside the house, closed and locked the front door. He turned around to see Aunt May coming out in her housecoat.

"Is Liz okay?"

"I'm sure she will be." Peter said.

"Good . . . Peter I think it's wonderful that you reach out to those in need, you really are a good person."

"Thanks, Aunt May." Peter said, closing the door to his house.

* * *

**Next Chapter: The Raging Reptile**


	9. Chapter 9: The Raging Reptile

**The Marvelous Spider-Man**

**Chapter 9 – "The Raging Reptile"**

**Previously . . .**

The Kingpin made a bold move using Shocker to murder both The Big Man and Tinkerer (Farley Stillwell). He was also able to blow up any evidence of the murder, in which Spider-Man had to pull a rescue to the four cops and stubborn reporter, Eddie Brock. Captain George Stacy later gave Spider-Man props for his rescue, telling him that they have his back.

Liz Allen meanwhile, is going through her own problems after a party hosted by Harry, technically by Flash. She ended up drinking a lot the night before, and getting a really bad hangover the next day. Liz's conscience finally caught up to her, causing her to breakdown. A small talk from Harry and Peter later that night caused her to realize that she needs to get her facts straight. She also told Peter Gwen's true feelings for him; however, she also needs time for recovery.

At OsCorp labs, Norman announced two huge benefactors, The Hardy Foundation, and Fisk Philanthropy. His big day was interrupted by an old "Vulture" named Adrian Toomes, an old business associate of Osborn's. This caused Harry some worry, and he revealed to Peter that his dad has a Multiple Personality disorder.

**

* * *

**

Empire State University

"I'm telling you Harry, there's nothing to worry about." Peter said.

"But you haven't seen him like I have." Harry responded

"I've seen him angry, Harry, but it's just the average, ordinary dad angry." Peter continued to try and convince Harry.

"You don't understand, Peter, just try and listen to me . . . My father has an illness." Harry replied.

"But on Wikipedia . . ." Peter began to type

"And don't even think about bringing up Wikipedia." Harry's text interrupted.

Peter looked up from his phone, and turned to Harry who was next to him, "Dude, how did you know I was going to send that?"

"You always bring up Wikipedia." Harry said.

"And why do we have to text this?" Peter asked

"Because, I'm not comfortable talking about it out in the open. It's more serious than people think. Only a few people actually know about it, and they never say it's as serious as it really is."

"And this bothers you?"

"Yes . . . He almost . . ." Harry stopped and looked around the lobby to check for anyone, "He almost committed a murder, Peter . . ." He whispered

"Okay . . . Okay, I understand, this is serious."

"The whole thing is just a mess."

Gwen walked over to them just then; she held a purse over her shoulder and looked just as beautiful as ever in her green jacket. Peter remembered what Liz had told him about her true feelings for her. It's just a shame that she is so held back by the past.

"Hey guys." Gwen said out.

"Hey Gwen." Harry and Peter said simultaneously.

"Liz and I are heading to Angelo's, wanna come?" Gwen asked the two.

"Man, Gwen, that's twice in the past few weeks, you like pizza?" Harry asked

"Yeah! Plus the waitress there knows me, so she gets us discounts." Gwen said excitingly.

"Oh yeah, that Shay-she-Sha" Harry tried to pronounce her name.

"Sha Shan." Gwen corrected Harry, "So you guys up for it?"

"I can't, Aunt May wants me to meet some friends of hers, the Watsons, I think. But she's pretty serious about it. Never had her actually come up to me and say, 'you're doing this!'" Peter said.

"Yeah, and I have to have a 'meeting' with my dad." Harry said.

"Aw, I was hoping you guys could come along." She said to the two, while she was actually looking at Peter.

Peter couldn't help but smile at her, "Next time, I promise . . . so, how's Liz doing?"

"Honestly, she's doing better than I've ever seen her." Gwen said.

Harry and Peter were gladly surprised.

"She said that the talk she had with you really helped her." Gwen said to Peter.

"All I did was listen to her." Peter said.

"I think that's all she needed was someone to vent her feelings to, and you were in the right place at the right time." Gwen added.

"What about Flash?" Harry asked.

"Flash hasn't spoken to her since the fight they had, AND he's actually been hanging with Morbius again lately."

"So are they broken up?" Peter asked.

"Well, no, not officially, but Liz hasn't spoken of Flash to me at least since the whole fiasco." Gwen said, "It is great to see the new Liz, however . . ." She turned to look back at Liz who was talking to a group of girls, "She just looks so much more confident now."

"Yeah, she does." Harry said.

Liz looked over as her friends left and waved at Gwen and the guys, who waved back. Gwen turned to Harry and Peter, "See you guys tomorrow."

Harry and Peter were left in their small seating area alone once again.

"Well, I guess I had better get to my dad." Harry said, getting up from his seat.

Peter followed him outside, "My aunt said she was going to meet me here and we would head over to the restaurant by taxi." He said louder, now trying to talk over traffic.

"Restaurant eh? So who are these Watsons?"

"I don't know, Aunt May says some friend of hers has this beautiful niece that I must meet!" Peter said in a tone that was somewhat a mockery of what his Aunt had told him.

"Niece eh? Mind if I tag along?"

"Be my pleasure, get this . . . she's an actress!"

"Oh, so she'll be the snobby, uptight . . ."

"Yeah . . ." Peter acknowledged him in the middle of his rant.

"Have fun with that!" Harry said as he began to walk away down the street.

"later bro . . ." Peter said.

"Later . . ." Harry walked away, but quickly turned around, "Oh, what was wrong with the Doc today? He seemed kinda shaky!"

"I don't know . . . I think I'll go talk to him if my Aunt doesn't arrive here soon."

Peter turned around, looking down the streets for his Aunt May. Harry continued walking along, leaving Empire State University campus.

_I don't see Aunt May anywhere. Maybe I will go check up on the Doc. She'll know I'm in here anyway._

Peter walked back into the small lobby area. The room split into two hallways which lead to other labs and classrooms. He took a right and looked into Dr. Connors classroom. Besides a few pieces of paper on the floor, the room was empty.

Peter then stepped down the hallway a little further to his office. He knocked on it and waited for a few seconds, but he never received an answer. He wasn't going to open it after the spook Doctor Connors gave him last time, besides . . . it was locked.

He then decided to go to the one other place he could be – his labs.

Peter took a left at the end of the hallway and passed a few students that were late for the afternoon classes. He took a right at the end of that hallway and reached a door that was slightly cracked open. Peter knocked on the door, causing it to open a little more.

"Dr. Connors?" Peter said.

He didn't receive a response. Peter slightly opened the door enough to look inside the whole lab. When he looked in the back corner of the lab where a line of computers were placed, he spotted Connors lying on the keyboard.

"Doctor Connors?" Peter asked a little more suspicious this time.

Peter opened the door fully this time. The door squeaked loudly before it slammed against the wall. The Doctor didn't move however, and it began to worry Peter.

He walked further into the lab, not worrying too much about being as silent as much as he was before. When he reached the far corner of the lab, He noticed small blood drops leading up to Connors. Peter sighed aloud when he spotted the red liquid on the ground.

He ran up to Connors and grabbed his shoulders, shaking them slightly enough to at least wake him.

"Dr. Connors . . . Doc!"

Dr. Connors shouted in surprise and jumped out of his chair, reacting with a swipe of his left arm. Peter immediately jumped back, ready to fight.

"Doc?" Peter said.

Doctor Connors mumbled and rubbed his head, "uhmmhuhm, Parker?"

"Doc, it's me."

Curt Connors opened his eyes to see his bright college student standing in front of him in a defensive stance.

"Peter, I'm sorry, you, uh, spooked me a bit there." The Doctor said after finally coming to full consciousness.

"I'm sorry, but I was worried about you. I mean, there's blood on the floor, and you were motionless, so you can imagine my thinking." Peter explained

"Yes, yes, of course . . . I actually meant to clean that up, but I just didn't get to it."

"Took a nap instead?" Peter asked sarcastically

"Yes." He answered with a touch of shame on his face.

"So, if you don't mind my asking, what is this?" Peter said, pointing to the blood splotches on the floor.

Doctor Connors rubbed his amputated right arm, "I was just experimenting on some lab rats, and one with an open wound got loose."

"Ok, Harry and I noticed you were shaky during class, so I was just checking up on you."

"Thank you for your concern, Peter, but really, I am fine." Dr. Connors said in a bit of a hurry.

"Okay . . ." Peter said, walking toward the exit, "So, chapter 2 review for homework, right?"

"Yes, Peter, that's right."

Peter walked out the lab and closed the door; he walked forward a little bit and noticed the sound of a door locking behind him. He returned back to the lobby and saw his Aunt May standing in the middle of the room.

"Peter!" She said excitingly, "There you are!"

"Sorry, Aunt May, I was just talking to Dr. Connors." Peter said

"No need to worry, Peter, we just have to get to Men's Warehouse."

"What?" Peter asked in surprise, "What happened to dinner?"

"Well you can't go in that shirt! It has a huge rip across it!" Aunt May protested.

"Rip?" Peter said in surprise. He looked down to his shirt, and noticed a rip across his chest.

_Where the heck did that come from? I don't remember it being there this morning . . ._

Plus, I want you to look nice for Mary Jane." Aunt May said, smiling.

"Oh yeah . . . Mary Jane!" He said unexcited, "Really, Aunt May, I never saw you as the type to set me up."

"But Peter, she's so sweet; I think you should at least give her a try."

Peter groaned as he walked out of Empire State University with his Aunt.

**

* * *

**

Daily Bugle

The morning was a little rougher at the Bugle than usual. Jameson was in one of his worst moods of the month. After Brock had lost Jameson's camera in the whole murder case the other day, Jonah went all out on him. Robbie heard words he never knew were curse words until today. And probably the worst thing of all, the coffee machine was broken. Now the whole building has to deal with cranky Jonah without a morning cup of coffee.

Eddie Brock was backed against the corner of Jonah's office with Jameson standing inches away from him, yelling his lungs out.

"You bumbling idiot!" Jameson cursed, "You destroyed my $500 dollar camera!"

"It was Spider-Man!"

"Now the cops know I was involved with a criminal!"

"Well, I . . ."

"Thought it would get a lead? I supplied the money, and watched his experiment! Who knew it would turn into a huge mess?"

"Spider-Man"

Jonah was red and Eddie could have sworn he saw smoke come from his ears.

"GET OUT!" Jonah yelled, ". . . and find me some coffee or you're fired!"

Eddie crept along the wall and walked quickly out of his office, "Jonah's on a rant today." Eddie said.

"Better get him his coffee . . ." Betty said to him.

"Why?" Eddie asked.

"He once fired someone for not getting him a donut."

Eddie immediately headed for the elevator, "Starbucks, here I come."

"Get me one!" Betty yelled out.

Robbie entered Jameson's office after Brock had left. He saw Jameson pouting at his desk.

"Jonah?"

"Robbie . . . I can't live like this. My mistakes are just becoming to unbearable."

"I freak out whenever I see anything close to an officer, hell right now I think I'd take Spider-Man . . ."

Robbie's eyes widened as Jonah looked up and said, "Well, he didn't take me to jail."

"I just don't want that moment to haunt me forever. I wish I could just go back and take it all away . . . I mean, what my son would think if he returned from outer space to learn his father was imprisoned." Jonah continued.

He pulled a picture of himself, his wife, and his older son from his desk and looked at it.

"After Joan died, I . . . I really wanted to show John that I can be the dad that he always wanted. I'm sure this is what he wants." Jonah said.

Robbie felt bad for Jonah. He has been through so much in his life; it's almost as if he can't get a break. Its one thing, than another, and then another.

"Jonah." Robbie said.

"What?" Jonah asked.

"You need a vacation!" Robbie exclaimed.

"What?"

"Go take a vacation."

"Right now?" Jonah asked, almost in surprise.

"Yes. I'll take care of the Bugle for a week. You get out of New York, go to a place somewhere warm, and just forget about everything that is stressing you out.

"I can't just leave the Bugle."

"Don't worry about the Bugle, Jonah. It'll all be taken care of. What's more important is that you fix everything that's clouding your mind.

Jonah thought about it for a moment, and smiled. It was the first time in a while that Robbie's seen a smile that big from Jonah.

**Moments Later . . .**

The elevator door opened as Eddie Brock walked in with a cup of hot coffee in his hand. Betty, who was on the phone, didn't notice him. To his surprise, Jameson's office was empty. He was almost was tempted to look behind the door in fear of Jameson wanting to kill him. But instead, he walked back out to Betty, who covered the phone and said, "Mr. Jameson's on vacation."

Eddie shot another look of surprise, and part anger. Betty, who held the phone between her shoulder and ear, reached over and grabbed the coffee out of Eddie's hand.

"Thank you!" She said, and continued back into her conversation on the phone.

Eddie hustled over to Robbie's small office area and before he even spoke, Robbie turned around with a camera and a notebook.

"Quick, there has been an incident at Empire State University. Check it out, get the pictures, and don't break this camera."

"Wha . . . What? What about Peter, I thought after my 'blunder' that Jonah wasn't going to let me out in the field anymore."

"Jonah isn't here. Peter hasn't been around when I need him; I'm starting to wonder where that boy is now. We give him a promotion, and he doesn't show up for work. Right now, I'm counting on you for information though. This could be a top story headline in the making and if we beat the Daily Globe to the punch . . ."

"You can count on me, Robbie!" Eddie said as he hurried to the elevator.

"I sure as hell hope so." Robbie said to himself.

Ned Leeds then rolled out into the walkways on his chair, "You're not going to be overcome with power and become a second Jonah are you?"

"Ned . . ."

"Yes?"

"Get me a coffee."

Ned sighed and stood up from his chair, while Betty started giggling has he walked off.

**

* * *

**

A few moments earlier, at the Parker Household

Peter had just finished tying his tie, and adjusting it for his dinner tonight. He had a look of disgust and disappointment on his face. It was hard to convince Aunt May to let him come back home and change. He knew that Aunt May had known this Watson family for quite some time, but the fact that she was trying to set up him and the lone daughter seemed kind of awkward for him. Not only that, she was an actress. Last time Peter met an actress, she was as stuck up as Flash after winning the championship. Now he was being forced to go to dinner with "a dear friend of mine" in the words of Aunt May.

Peter also worried about the Bugle. He hadn't been there all day, and had missed a lot of small jobs he had on the computers and with his own camera. And then, there were always his feelings for Gwen. He was being forced to go on a blind "date" with a girl he didn't want to meet, while he already had feelings for the most beautiful girl on ESU campus.

Being that he was in a nice shirt and tie, He had to keep his Spider-Man costume under his clothes. Meaning he couldn't web swing to the restaurant, meaning that he had to take a cab, meaning that Peter was pretty upset that he didn't have a car.

He called a cab to his house and rode toward a restaurant near the Upper East Side. On the ride, Peter did as much as possible to avoid contact with the driver. He always hated it when they tried to start conversations with him, and right now he wasn't in the mood to mutter a word. For the most part it was quite except for a few songs on the radio that you could tell the driver enjoyed. The only thing that scared Peter was not that he sung Britney Spears, but that he sang Britney Spears well. The least it made him do was cause him to wonder about that man.

What should have been a simple twenty minute drive turned into what seemed like an hour for Peter. However, things quickly changed for him when ambulances, police cars, and fire trucks sped right by them. Immediately reacting, Peter threw cash to the man, who stopped in surprise, and he jumped out of the backseat.

"Thanks, bye!" He quickly said while running into a nearby alley.

"I don't care if I'm in a suit, I don't care if I have a dinner to go to, and somebody needs help! With great power, comes great responsibility!" Peter said as he bagged his nice clothes in a small bag made of webbing.

_Is it wrong that I use this has an excuse to get out of something I don't want to do?_

Spider-Man thought to himself as he crawled up the building. Once he reached the top, he scanned over the streets, trying to pick up the sirens that just passed them. When he caught ear, he launched himself off the building, and swung in that direction.

**

* * *

**

Empire State University

To Spider-Man's surprise, the sirens led him straight to ESU campus. His immediate worry was for Gwen and Harry, until he realized it was almost completely dark outside and they wouldn't have any classes at that time.

He landed in the midst of all the commotion down below. Policemen and firefighters filled the scene, trying to make sure that everyone has been cleared of the building. Some of the men were a little hesitant when they saw Spider-Man, others didn't care.

"Um, what's going on?" Spider-Man asked the nearest cop.

"Something big is in there, we don't know what, we don't know where, but . . ." the cop was interrupted by another policeman calling his name.

"Wait, what else do you know?" Spider-Man asked out as the officer ran away. He didn't hear him. Spider-man just turned and entered the ESU building. It felt weird for him being at school in his costume, but not as weird as the cracks in the tiled floor and the big gaping hole in the middle of the lobby.

"Damn . . ." Spider-Man said in shock.

"What are you doing here?" A voice came from Spider-man's left. He turned to see who was speaking, and he saw Miles Warren. He was the man in charge of scientific experiments and practically everything else that went on in the school. Most of the kids that went to ESU called him the "principal" as a nickname. He was older than most of the scientists. While his hair was mostly brown, he had some gray growing in on his sideburns. You could also spot some in his moustache.

"Investigating; Spider-Man, P.I. at your service." Spider-Man said putting his hands on his hips

"Funny." Miles said with a flat tone, "Get out." He pointed to the exit

"What?"

"I don't need you picking your nose in our business!" Miles commanded

"Actually, I only pick my nose in private." Spider-Man responded

Warren gave him an intent stare for mocking him, "You have no right to be here wall crawler, we didn't ask for your help."

"No worries, I volunteered."

Suddenly, Spider-Man quickly ran to Miles and tackled him into the ground. A loud crash was heard behind them. Spider-Man was pushed off by Warren who couldn't stand to be touched by him.

"My word . . ." Warren said in astonishment.

Spider-Man turned around in surprise as well. One moment he's arguing with a stubborn old scientist, and next, he's being approached by a six foot reptile.

"What is that?" Warren said worriedly. The giant reptile turned to face Warren, and growled at him. It had dark green, scaly skin. Strangely, it had a ripped blue shirt around his chest, as well as a white lab coat that now almost looked like a cape it was ripped so bad. It even wore ripped black pants, and to finish it all off, a five foot long tail swung behind him.

"Warren!" The Lizard slithered. Spider-Man and Miles could hardly make it out, but he obviously wanted the scientist.

"What does that thing what with me?" Warren freaked out.

"I don't know, glad I showed up now?" Spider-Man gloated.

The Lizard ran up to Spider-Man and Warren. He protected Warren by jumping in face first, landing a punch right on the Lizard's jaw.

"Run!" Spider-Man yelled.

Miles immediately got up and ran down the long hallway.

The Lizard growled in anger, Spider-Man could faintly make out the words, "Nooooo!" It quickly turned his attention to Spider-Man, and swiped at him right and left. Spider-Man was able to dodge the two swipes.

He then back-flipped further into the lobby to gain more fighting space; the Lizard was quick though. He rocketed toward Spider-Man, but he defended himself by picking up the couch, and targeting the Lizard's chest.

The Lizard, however, showed it's true strength when he crashed right through it, smashing the couch into two pieces and landing on Spider-Man.

Spider-Man struggled beneath the giant reptile as it growled in his face. Spider-Man immediately shot two web lines to the ceiling, using all his strength to pull himself up, and out of the Lizard's grasp.

"Sorry Lizzy, but I don't taste like chicken." He said from the ceiling.

The Lizard wasn't stalled though, quicker than before, he lunged up ten feet to grab Spider-Man once again. Before he could react, they flew through a wall and landed in Dr. Connors' classroom.

"Uh, Get off of me!" He said as he kicked the Lizard off of him, once again.

"I'm telling ya, of all the crazy people I've fought, you are the most annoying . . . and not because you're getting the upper hand of me, but . . ." Spider-Man said, but was immediately interrupted by the launching of desks caused by the Lizard.

"Look at me; I'm talking to a giant reptile . . . talk about reality check."

The Lizard continued to toss the desks his way. Spider-Man ducked jumped, leaned, and dodged every single one. Spider-Man was waiting for the right moment to strike when suddenly, the door to the classroom opened. This caught both Spider-Man, and the Lizard's attention. Standing there was a small nine year old boy. His face was full of fear when he saw the giant reptile.

The Lizard growled aloud, but this time, in a different tone. The little boy began to scream as the Lizard approached him. Spider-Man wasn't about to let a young boy become Lizard food though. He shot a web line to the top of the doorway, and zipped to the small child and grabbed him as he swung through the door.

The Lizard suddenly let out a very angry growl. But as he jumped through the hole in the wall that they created earlier, he was surrounded by police officers.

When the Lizard saw all the weapons aimed at him, He quickly swiped the two pieces of the couch at them with his tail, and ran outside onto campus. Captain George Stacy quickly called the officers to his side and chased it out of the building, but by the time they were outside, the Lizard was gone.

Spider-Man held the small boy in his arms. He stood behind the cops, hoping that Lizard wouldn't get passed them.

"So where's your mom at?" Spider-Man asked the little boy.

"Billy!" A voice came from the front of the lobby.

"I guess this little fella is yours." Spider-Man asked.

"Yes, thank you, Spider-Man, I turn away for one moment, and he's gone . . ." the woman said. She had blonde hair that touched her shoulders, she wasn't old, but she could have been in her young thirties.

"It's nothing, Mrs. . . ." Spider-man said.

"Connors . . . Martha Connors."

"You must be Curt Connors' wife." Spider-Man assumed.

"You know him?" Martha asked.

"I've only heard of him, especially the fact he's quite the scientist!" Spider-Man covered.

"Yeah, I guess . . ."

"What's wrong?" Spider-Man asked.

"It's nothing." She turned away from Spider-Man and toward Billy, "Come on, Billy, let's go."

Spider-Man was interested on why she was so hesitant to leave. He also just noticed Michael Morbius standing by the entrance smoking a cigarette.

"Mrs. Connors . . ." He said, "What do you know about the . . . giant lizard?" Spider-Man asked.

Martha took a deep breath and turned to Spider-Man, "You're not going to hurt him, are you?"

"Why?" He asked

"About a week ago, my husband showed me this thing he was trying to create. Some kind of DNA formula thing, I don't know the technical term for it, I'm not the real science whiz, but . . . yesterday morning, He told me that he had tested it."

"The DNA . . . of lizards . . ." Spider-Man finished her sentence, recalling the lizards he had found in Doctor Connors office that one time.

"Yes . . . and not only did he test it, he tested it on himself."

Spider-Man's eyes widened under his mask "Himself? Wait! So that thing . . . was Connors?"

"I assumed so . . ." Martha said as tears began to form in her eyes, "He called me this afternoon saying that his arm had grown back thanks to the DNA formula. I was ecstatic for him! When I arrived, there was nothing but a big hole in the wall . . ."

Michael Morbius began to walk over slowly, Spider-Man noticed from the corner of his eye.

"Listen, Mrs. Connors, I promise, I will do everything and anything I can to bring back Dr. Connors."

Martha looked down and hugged Billy, "Please, Spider-Man . . . If I were to lose him."

"Don't think that way . . ." he began to wrap his arm around Martha, trying to direct her away from Michael who was getting closer to them.

"Just get to a safe place, I'll return as soon as I can." Spider-man continued.

Spider-Man turned to face Michael quickly, only to begin coughing at the puff of smoke sent to his face.

"Looks like you goin' on one hell of a goose chase." Michael said.

Spider-Man didn't say anything due to his lungs being filled with smoke.

"You know, it's a good thing I was here to keep all my classmates safe when that thing broke through, or should I say, Dr. Connors." Morbius stated.

Spider-Man turned to face Morbius with an intense look on his face, although he couldn't see it, he made sure to make it clear in his voice. "If you even say one word about that Lizard being Connors, I swear you won't need another cigarette again."

"What's that supposed to mean?" Michael said with a cocky attitude.

"There's a factory just a few blocks away, how much polluted air can you take, smoke stack?" Spider-Man said as he grabbed the cigarette from his mouth and squashed it in his hand.

"&$^ =* off!"

"You took the words right out of my mouth." Spider-Man said as he shot a web line outside the gaping hole in the wall and swung away.

Michael walked away, but just around the corner, outside the school was Eddie Brock. He had a notepad and pen, and was writing down every word he heard.

"So, Curtis Connors is a giant mutated Lizard . . . if this isn't news that will tickle Jonah, let alone, Robbie, I don't know what will!" Eddie said with a smirk on his face.

**

* * *

**

Midtown Mall

Liz, Gwen, and Sha Shan, the waitress from Angelo's Pizza, were hanging out at the Midtown Mall after their lunch at the restaurant. They were able to drag Sha Shan, a friend from Gwen's old high school, along for the ride.

"So, I took his shoes, and let me tell you, he had the hardest time walking I've ever seen anyone!" Liz said, finishing off her story.

Sha Shan and Gwen starting laughing, at least before Sha Shan turned to Gwen and asked, "How 'bout you, any other relationship funnies that you want to share?"

Gwen and Liz suddenly stopped laughing. Sha Shan had hit a sore spot in Gwen's past. Something that she didn't want to talk about.

Liz turned to Sha Shan, "Gwen's had a rough . . . a rough patch when it comes to guys."

"Yeah I knew that, but I figured she was already over them" Sha Shan turned to Gwen, "Gwen, I'm sorry; I didn't know that you were still hurting over him."

"Well can you blame me? Everything was perfect until I found out he was a lying, cheating, loser who only wanted pleasure." Gwen stated.

"I thought you never slept with anyone?" Sha Shan asked.

"I didn't . . . he did . . . a lot."

"Well, then that guy wasn't perfect for you!" Sha Shan exclaimed.

"Yeah, he was . . . Liz should know." Gwen said

"Why?" Sha Shan asked.

"It was her brother . . ."Gwen said to Sha Shan as Liz downed her head in disappointment.

"Wait . . . Mark Raxton was your brother." Sha Shan said in surprise to Liz.

"Step-brother, sadly . . . he really was a good kid when we first met. My mom re-married when I was ten and he was twelve. He was the only child of my step-father. When I heard that he and Liz were dating, I barely knew her." Liz continued, "From what I saw, Mark was the perfect boyfriend. He was someone that really cared about Gwen. 'However, he also had two other "girlfriends' at the time that we never knew about."

" Gwen . . ." Sha Shan said, still astonished at the whole mess that she just learned about.

"He was perfect; I actually thought he was the one. I mean think about it, senior year, school's almost out, we could go to the same college, come out at the same time, we even talked about that at one time. But then I caught him with another girl in the school."

"Why would they just go at it in the middle of school?" Sha Shan asked.

"It was in the janitor's closet, during fourth period." Gwen stated, remembering the moment.

". . . and you just randomly entered the closet."

"I heard some noises and . . . curiosity killed the cat . . ." Gwen said, upset about retelling the whole story.

Gwen was truly bothered by that. Usually when in a relationship, you get over it in a week to a month, depending on the length of the relationship. But this was different for Gwen. She got so wrapped up in Mark that it just killed her inside.

"Why haven't you moved on?" Sha Shan asked, almost pushing the subject too far.

"I don't have the same trust anymore; I always have that fear that the next guy is going to do something similar to Mark."

"Not everyone's like that, Gwen!" Sha Shan said.

"I know, I know, but I keep fearing that I'm going to feel that searing pain that has pretty much scarred me for life."

"Peter's not like that." Liz said.

"Why do you always bring him up?" Gwen asked, still upset from the conversation.

"Because you like the guy, and you can't keep your eyes off of him! Trust me, Gwen, you have to make your move before it's too late, and he finds someone else. Parker is obviously into you, why don't you just take the risk!" Liz yelled out to her.

She had been bottling that up for a while now. She knew how much she liked Peter, and she understood the pain she went through, but she knew that the only way for her to get over her past relationships, was to start a new one, with a better guy.

Gwen fell silent as she stared at the ground, "I don't know . . ."

"Gwen, please, just talk to him. One date is all you need. Nothing serious, just a night out with a friend to see if he is really what you're looking for." Liz said.

Gwen thought over the whole situation in her head. Liz was right. She had to move on sometime and take that risk again. Not everyone will be like Mark. Peter was a great guy, and she had so much fun with him. She knew that she liked him, and vice versa, so what did she have to lose? However, there were always those negative thoughts in her head that she would never be able to deal with another bad break up. But what's worse? Go through life without anyone, or go through life without trying?

"Well?" Liz asked.

Gwen looked up and smiled, "Liz . . . you're right; I'll call him right now."

Liz's face showed the excitement for her best friend. She knew all the disappointment that she had suffered, but now it was time for her to move on, and Peter was the best person to do so.

Gwen walked away from the table, pulling her cell phone out of her purse. Part of her was nervous, while the other part was very excited. She didn't know what to expect as she dialed.

**

* * *

**

Meanwhile . . .

Spider-man walks through the murky waters of sewage under ESU. He could feel the water seep through the boots of his costume, every time he took a step, the squishy sound almost caused him to hurl. But he had to find Connors, and hopefully try and turn him back to normal.

_I can't believe this. I am literally stepping in raw sewage. This is the most disgusting thing I have ever done, way worse than Flash shoving my head in a toilet in eighth grade . . . at least that was flushed. But I made a promise. And Connors' giant footprints led me to this sewer grating . . . now the only thing I can do is use my spider-sense to help me out, because it is so freakin dark in here. I need some kind of Spidey light or something to help me out. Because I can't see a damn . . ._

Spider-Man's thought was suddenly caught off when his spider-sense warned him of nearby danger. Spider-Man tried to concentrate hard enough to at least figure out his surroundings. But sight wasn't the answer. He heard a lot of rumbling, and soon he was under the sewage trying to get back to the surface. He was unable to get back up however until the current forced him into a bigger cavern of the sewers. While he was in mid air, falling down the small waterfall of sewage, he shot a web up to the top of the cavern, and swung toward a small light.

_Now I can feel it in my gloves, my mask, and . . . oh no . . . no, not there, anywhere but there . . ."_

Spider-Man tried to manage with the smell and feel of his surroundings and try to focus on getting toward light, which he saw in the distance. After a few moments of swinging through the large cavern, he flew through a smaller tunnel where the light was coming from. He landed on the floor which led him through several other tunnels that spread out in several directions.

"I hope I don't end up getting lost down here. Oh well, this light has to take me somewhere."

Continuing to follow the light, He finally reached where it was originating from. However, it's not exactly where he expected it to be. When he stepped out and looked up at the lights hanging from the ceiling. He realized that the tunnels of the sewers had led him to a small exit to the subway tracks.

"This . . . is the subway. Great I probably ended up losing Connors. Maybe if I go back through that sewer maze, I could find some kind of . . ."

Suddenly, Spider-Man was cut off by a loud scream echoing through the tunnel.

"Or I could just follow the screams of endangered civilians.

**Back at the Mall . . .**

Gwen returned to the table, disappointed.

"What happened?" Sha Shan and Liz asked simultaneously.

"He never answered . . ." Gwen said with a frown.

"Well, it's not like you don't see him every day, so you'll be able to talk to him in person!" Liz said.

"Yeah, I guess." Gwen sat down.

**Subway Station**

The Lizard traveled through sewers quickly trying to escape the scent of Spider-Man that closely followed. However, as he entered the subway, several other scents clouded his vision. But one scent was familiar to him. He stopped for a moment to recognize the scent more thoroughly. The Lizard followed its instinct and ran quickly toward the scent that pleased him.

He eventually arrived to the loading station. The rampaging reptile leaped onto a loading train, and ripped a hole big enough for him to fall through. The civilians inside the train began to scream and run away quickly. The Lizard wasn't worried about them though; he stared down a blonde girl in the far corner of the train, and ran to her. When he got close enough, he sniffed around her perfume. After seconds, he let out a loud roar, and slammed his tail to break down the door into the next car.

He approached another woman with blonde hair. The train was full of chaos already, but he leaped after the woman running away, knocking her to ground. He stared at her intently and then let out a massive roar.

"Yo! Dino breath!" A voice from behind the Lizard yelled out.

The Lizard turned around to have a web line wrapping around his snout. Spider-Man kept the webbing coming to where the Lizard then could not only move his jaw, but he was now blind. The lady on the ground immediately stood up and ran out of the train. The Lizard freaked and reacted with violence. Spider-Man stood at the entrance while the Lizard broke through the seats and poles in the train trying to remove the webbing from his face.

Spider-Man took advantage of his vulnerability, and jump kicked him through the back of the subway. Spider-Man landed on top of Lizard, who landed on the electrified tracks. Spider-Man quickly jumped off of the mutated doctor and landed on the wall. He watched him get filled with hundreds of volts.

Spider-Man couldn't watch his friend hurt anymore. He shot a web to the ceiling and swung toward the Lizard. He grabbed his ripped jacket, pulled him away from the tracks, and laid him down against the wall.

The Lizard was now unconscious. However, the webbing was beginning to slowly fall of his snout, to the point where his snout was gone. Spider-Man watched as the Lizard began to transform back into his human form.

"Doc?"

His tail slowly began his shrink, his claws slowly reverted, and his skin began to turn back from green to white.

Connors was back to normal; just like that. His amputated arm that had grown back, however, also reverted to its normal form. All Dr. Connors wanted to do was to find a cure for himself and others like him. Somehow, he had returned to human with just a few jolts of electricity.

Spider-Man found it to be too suspicious though. He examined the doctor quickly to find a small mechanical dart in his neck. He pulled it out, examining the small dart, which contained a small green liquid. Spider-Man looked to his right and saw a black figure. The person quickly noticed that Spider-Man had noticed her. She quickly darted off into the tunnel. Spider-Man tried to shoot a web line, but so much was used in containing the Lizard's jaw, that he had none left in his cartridges.

"I wonder who that was, and how they healed him. I should probably make sure that whoever that was, did heal him, and not inject him with any other poisons. At least he's back to normal. I just hope that everything has settled down at ESU." Spider-Man said to himself as he picked up the wounded doctor.

**

* * *

**

Empire State University

News reporters, video cameras, vans, police cars, and fire trucks completely surrounded the ESU building. Spider-Man stood one building over as he held the unconscious doctor over his shoulder, wondering how he could enter without being spotted. He noticed Martha Connors talking to Miles Warren. Spider-Man swung down, using his newly filled web cartridges, and landed beside the two.

"Curt!" Martha screamed in joy.

"I thought I told you to stay away!" Warren ranted.

"Really, I save yours and Connors life, and I still don't get thanks? What kind of school is this?" Spider-Man said, placing Curt in against the building for his wife. Spider-Man took off his ripped coat, and wrapped a blanket around his ripped pants so that it wouldn't look too suspicious that he was involved. It was still hard to keep it secret.

"You didn't save Connors' life; you stopped him from destroying the city."

"What? What are you talking about . . ." Spider-Man was interrupted, however, by Martha.

"I told him Spider-Man. Miles needed to know."

"Yes, I knew those experiments were too dangerous to be tested upon humans. I told him to stick to the rats. Now that he's cost us thousands in building damages, I have to find a way to cover up for him. If you, Spider-Man, or anyone else spills to these news reporters of Connors being the Lizard, do you know what the consequences would be for him, me, and the school?"

_Why he's threatening me with that, I have no clue, but he's right. If this gets out in the papers, New York could shut down the school, and who knows what would happen to Connors. _Spider-Man thought to himself.

**The Bugle**

Eddie stood in front of Robbie as he scanned over pictures and notes that he had received from Brock.

"You're positive this is the real deal?"

"One hundred percent." Eddie said with a certain tone in his voice.

"Okay, then, tomorrow we'll run the article . . ."

"'ESU's Connors Becomes Giant Lizard.'"

**Parker Household**

Peter walked through the front door to be confronted with an angry Aunt May.

"Really, Peter, you can't even show up to a dinner? We waited for twenty minutes before we decided that you probably weren't going to show up."

"I'm sorry; traffic ran really bad, the cab driver . . ."

"Say no more, Peter, I won't be lied to like that."

"What?"

"I don't want you to lie to me just because you wanted to get out of a nice dinner. Just tell me the truth. You didn't want to go, and you skipped out."

Peter's heart sank. He couldn't tell Aunt May the real reason he skipped out, but she was more devastated than he thought she would be. She was obviously taking this dinner seriously.

"I'm sorry, Aunt May . . ."

"Peter, I have hardly spent any time with you ever since college had started. I wanted to spend one nice dinner with my nephew, and one of my best friends. She has a niece as well, so I thought I would at least maybe you would make a new friend. I understand you not wanting to go, but you can't skip out like that. You have to realize that what you do puts an impression on me, and when you don't show up for dinner with me and friends so close to me that I consider them a family, it looks bad on you, as well as me."

Peter showed shame in his face.

"Just like your Uncle Ben used to say, 'With great power, comes great responsibility.' I have given you a lot of leeway in this house. Your curfew, your long days away from home – you have to realize that if you're not going to be responsible with your privileges, they will be taken away. I don't care how old you are or if you're in college. You're still under my house, and my rules. I don't mean to treat you as a kid, but if you act like one, I may be forced to."

"I understand, Aunt May." Peter said humbly.

"Good." Aunt May said with a relieved look on her face. She never did enjoy having to give Peter talks like this, but when he respected her in the end, she always felt better.

"Now, because you weren't able to meet the Watsons, they did a very generous thing."

"What?"

"They gave us two free tickets to Mary Jane's play tomorrow!" Aunt May said with a smile.

"Really?" Peter said with fake excitement.

"It's tomorrow at six . . . think you can be there?"

Peter tried to look over his hatred of theatres and actresses and thought about Aunt May for a moment, and what would make her happy.

"Yes, Aunt May . . . I will."

Aunt May smiled at him, giving him a hug before she went upstairs.

"I'm never going to get out of meeting them am I?" Peter asked as she went up.

"Fate has a strange way of handling things, Peter." She finished, "Goodnight!"

"Goodnight, Aunt May."

**

* * *

**

Meanwhile . . .

Nick Fury sat in a chair in a office-like control room area. He looked over several computers that covered several buildings, including the Stark Industries Building, the Baxter Building, and Peter's house. He had his hands folded and he rested his chin on them. Soon enough, he got the call he was waiting for. His phone beeped, and he pressed the speaker phone.

"Fury." He announced simply.

"The Lizard has been reverted to his normal, human self again." The woman over the phone said.

"Is it who we suspected? Was Connors the Lizard?" Fury asked.

"Yes. Spider-Man had defeated him, but I was able to extract enough of the reptilian DNA to at least keep him human for now."

**The Subway**

Black Widow had her hand pressed on the communicator as she talked with Nick Fury. She held the dart that she had shot the Lizard with in her hand.

"What do you mean, for now?" Fury said over the com-link.

"I'm not positive I extracted enough to keep him human permanently, but there's something interesting about his DNA mixture here."

"What do you suspect?"

"I'm not sure; I'll bring it back to Headquarters. We'll have scientist Reed Richards look over it. But whatever this is, it's not a normal blood sample."

"I'll call Richards in right away. I think he'll be happy to work on something different than Scorpion for a while." Fury said.

"Right away, colonel." Widow said, turning off her com-link, and running deep into the subway tunnels.

**Next Chapter: Mysterio's Revenge**


	10. Chapter 10: Mysterio's Revenge

**The Marvelous Spider-Man**

**Chapter 10 – "Mysterio's Revenge"**

**Previously . . .**

Dr. Connors, a teacher at ESU, accidentally turned himself into the creature known as the Lizard. Peter had to find a way to save his friend inside the monster. To make things more complicated, the lead scientist, Dr. Miles Warren completely detested the idea of Spider-Man getting involved, even after he had saved his life, and Connors. Peter ended up skipping a dinner with Aunt May and the Watson's, forcing her to take motherly actions. She also received tickets to the theatre.

Martha, Connors' wife, helped explain everything to Spider-Man to help him get the information he needed, however, Warren was also informed, as well as the nosey Michael Morbius – however, thanks to a threatening hero, odds of him spilling anything were slim. But Eddie Brock, working "undercover" for the Daily Bugle, made sure to get the correct info, and gave it to Robbie, who is in charge, taking over for Jameson, who is on vacation.

Meanwhile, Harry went to a meeting with his dad, unknown to anyone else what exactly this meeting was, while Gwen revealed her dreaded relationship past to Sha Shan, revealing that she once dated Liz's step-brother, Mark Raxton, and it ended in the worst day of Gwen's life. However, Liz was able to convince her to move on, and take a chance with Peter, if she could get a hold of him.

**Six Months Ago – The Midnight Theatre**

The Midnight Theatre was one of the biggest theatres in Manhattan. It was located in the Upper East Side and held some of the biggest theatrical acts known to New York. From plays to musicals, the Midnight Theatre always was ready to host any type of act. Lately, they have been preparing for a unique type of entertainment. A play writer visited; his name was Carl King. He asked the wealthy man in charge of the theatre, Randall Crowne, if he could schedule his play entitled _Deep._

Crowne was hesitant to accept a hand-written play that he had never heard of and that has never been performed before, but after King showed him the video of their recent play practice and after he had read the script, Randall was convinced that this would be an amazing performance. He may have been a wealthy owner, but the man had a heart for touching, theatrical entertainment.

Crowne immediately accepted his offer and offered him a spot six months from now. The cast members were already signed and they had been practicing for months now. All they needed was a special effects man to run three scenes. Crowne told King that he had the perfect man for the job, a man named Quentin Beck. He had been working with Crowne for two years now, and he had all the confidence that Beck would only make the amazing performance twice as good.

King trusted Crowne with his man, knowing that as much as he loved the performance he saw, he was only intended to make this performance better.

As they finished settling their arrangements, King and Crowne shared a few words.

"I really hope this play catches on. I've worked really hard on this story and the cast members are really great!" King said to Crowne as he made sure that he was on the calendar months from now.

"Coming from someone who has seen tons of plays, movies, and read tons of books, I can assure you that this is one of the best ideas I have seen. And the actors and actresses you've chosen are perfect for the part. I promise our special effects man will only perfect the scenes you have planned for him. I assume we can do a run-through in the theatre in June? Three months from now . . ."

"Thank you very much Mr. Crowne." King shook the man's hand, "See you in three months."

**Three Months Ago . . .**

"You blundering moron!" Crowne yelled out onto the stage.

A young man stood near the side of the stage, almost behind the entrance of backstage. He had medium length blonde hair. He had a shadow growing on his face. This was Quentin Beck. He was supposed to great an effect of fire in the background, however, it went horribly wrong, and Crowne and King both have had enough.

"What?" Beck asked innocently as he watched a dramatic and dangerous experiment on stage.

Crowne walked down angrily to the stage, directing his attention the man, hurrying everyone off the stage.

"Get off, quickly!" Crowne yelled out.

The two cast members on stage, a young woman and man, quickly ran off the side of the stage, while Beck just enjoyed his display of effects.

"Beck, do you know how easy it is for someone to get killed by that fire!" King yelled out.

"Beck, I've had enough of this! Your experiments have been tested on me too many times, and that was your last strike! You're off the project!" Crowne yelled

"But Mr. Crowne, I need this job! Without it . . ." Beck was interrupted but Crowne, however, "Save me the guilt trip, I've heard it before, the last time you screwed up! You have to realize the danger of your special effects, Beck. Until you do . . ."

"They are perfect, Crowne, you have no clue how to work these, I do, and I have everything under control." Beck said, almost trying to sound smart, came across as a know-it-all.

"Did you last week when Jenny almost got her leg cut off by that rope?"

"That was an honest . . ." Beck was cut off.

"Mistake, yes, we know . . . But one mistake to many, Beck. Get out before you end someone's life." Crowne said firmly.

"You don't understand, Mr. Crowne, my home, my food supply, my sister . . ." Beck continued to plead, but to no avail.

"Beck . . . OUT!" Crowne said sternly.

Beck jumped off the stage, and landed down on ground floor, flashing Crowne and King a dirty look, before he left the building.

"Kid's got an attitude." King stated.

"Yeah, I've had problems in the past with him, but he had grown up a lot. Apparently he decided to go back to his selfish and irresponsible ways. On my behalf, I am sorry for putting you and your cast in danger."

"All I'm worried about is out new special effects man." King replied.

"We will find someone to replace, Beck, I'll get on it." Crowne said, taking the initiative.

King nodded at Crowne, and turned to his cast, "Okay, from the top of scene 4 . . ."

Crowne walked back out into the lobby of the theatre ready to watch from the balconies above. However, Beck stood in his way.

"Beck, get out of my way."

"You've ruined my life . . . I hope you know that." Beck said, looking down toward the floor.

"Beck, you ruined your own life. Let me know when you grow up." Crowne said, shoving him softly out of the way, and walking up the stairs.

"You'll get yours one day, old man." Beck muttered under his breath as he left the theatre.

**Present Day – ESU **

Peter, Harry, and Liz all sat inside of Dr. Connors class, waiting for the doctor to enter the room. Peter wondered if he would be here today after the Lizard incident yesterday. However, if he didn't, who would take his place? Most of the students' chatter was about the giant hole being repaired in the wall. No one, or almost no one, knew how it had gotten there.

Peter turned to face Harry, who really could care less about the wall at this point, "So how'd this 'meeting' with your father go, which by the way, your being very vague about."

"That's the point . . ." Harry said simply.

"Oh . . . so you don't want to talk about it." Peter asked.

Harry had enough of it. He understood Peter's concern, but this was a serious part of his life. Nobody knew the real pain he was going through as well as his father. He flipped his hoodie over his head, and lay down in between his crossed arms.

Peter felt bad for his friend. He understood him though. His father had an illness that was hard to get a concept of, and it was more dangerous than people thought. He hoped that Harry would come to him eventually though. He decided to leave his hurt friend to himself since it was his wishes, and turned in his seat to face Liz.

"So, where's Gwen?"

"She should be here soon . . . as she talked to you yet?" Liz asked.

"No, I haven't heard from her since yesterday morning." Peter said.

"Oh . . ." Liz said disappointed.

"What? Was she trying to contact me?"

"Yeah, last night, did you not have your cell on you?"

Peter thought about it, being underground and chasing the Lizard through the subway tunnels, "I probably just had a bad signal, taking the subway home last night."

Liz shook her head, as Gwen walked into the room.

"Hey Gwen!" Peter said out in front of the class, directing attention to him and her.

Gwen looked around for a second before muttering, "Hello" very awkwardly. She sat down in her seat right in front of Peter, "So what's with the hole?"

"Experiment gone wrong, from what I heard." Peter said.

Gwen then glanced at Liz, who was bobbing her head toward Peter very noticeably. Gwen looked at Liz embarrassed.

"What? What did I do?" Peter asked Gwen.

She turned quickly to him, "Nothing Peter, Liz was just . . . hey, can we . . . talk after class?"

"I can try, I have to leave quickly after class, Aunt May will kill me if I'm late for the theatre. I already skipped out on dinner, if I miss this, I'll be grounded for weeks."

"You sound like you're in high school." Gwen chuckled.

"Well, I've been acting like a high schooler, I guess."

"Is that a word?" Gwen, continued to chuckle at him.

"It is now." Peter smiled

Doctor Miles Warren than entered the room, placing some papers on Dr. Connors podium.

"Good afternoon, class, sorry I'm late . . . Dr. Connors will not be here for a few days due to an illness."

"Is he alright?" Gwen asked with concern.

"He'll be fine, right now; I would to introduce your substitute for now, Dr. Otto Octavius." He announced as the doctor entered the room.

Doctor Octavius was a short and stocky man. He had been working aside Connors for five years now, excelling in his theory on the science of fusion. Peter met him when he visited campus last year. The day of the spider bite. However, having him as a teacher might have been a bad idea. "Doc Ock" as he was known around Empire State University, was very _ for going over time on his speeches, and notably boring at that matter. Nevertheless, he was a well respected scientist, and one Warren respected very well.

"Good afternoon, class! Sorry for the distraction to your left. There was a mishap in the lab last night, and it caused some damage." Octavius announced and then continued, "I don't know where Dr. Connors has left you, but I'd like to talk with you a little on the topic of fusion!"

The class didn't know what to make of it. He was very knowledgeable on the subject, but it was way passed college level. It was something that took years and years of studying. For Octavius to teach college level students would be a miracle.

**Somewhere in the middle of Manhattan**

Quentin Beck lied down on a pile of garbage bags and cardboard boxes. The stench around him was unbearable for flies to be around. He wore a trashy sweatshirt and sweatpants. His beard was full grown now. After being fired, he had to make the most of what he had, and that was nothing. He was barely making a profit off of his normal job, but now he had nothing to work for. The man had talent though, and he planned to use it.

A small ringing noise woke up Beck from his nap. It came from a beautiful gold watch on his wrist. Of all the things that he wore, that was the nicest thing. However, he would never succumb to selling it for money. It was his sister's. He has never taken it off since her accident. Sure he was made fun of for wearing a girl's watch, but it didn't faze him, it meant a lot to him.

He turned off the alarm on the watch, and stood up from his bed of trash. He walked over to a calendar that he had pinned to the brick wall of a building. Pulling a pen from his pocket, he marked off the next day of the week.

"Finally . . . today's the day."

He hopped on his bike that was barely in mint condition, and pedaled toward his destination.

_I've waited three months for this day. All the preparation, all the time that went into this. Finally, I'll get my revenge on the bastard that ruined my life. Once I obtain the necessary funds, my sister will get the right treatment, and our life will be perfect for once._

He parked the bike near an old factory building that has been shut down for some time. He entered the side door, and walked down the stairs that led to the basement. When he turned on the lights, tons of papers, plans, and equipment laid in the room.

_Time to prepare_

Using the water he was able to salvage from around the city, he stood in a small boxed in area, and poured water took a "shower".

After his shower, he used a broken glass on the wall as a mirror, and shaved his face completely clean, leaving a pile of facial hair on the floor.

After cleaning up, he went back into the basement wearing a thin black body suit. On the table laid a thick, dark green jacket with lighter green pads on the shoulder. He had two small orange squares on each side of his collar. On each square was an eye, with a purple colored iris.

He slipped on the jacket, and zipped it up, as well as thick, black pants, making him look bigger than he really was. He slipped on two black gloves and boots, and last, but not least, grabbed a small mechanical ring. It was big enough to fit over his head, and around his neck. Beck showed an evil grin before pressing a button on his modified gloves. Smoke was released from the emitters on the ring, completely covering his face with a bluish-gray mist.

He grabbed a black cape that could cover his entire body and clipped it on the metal ring.

"Your time has come, Crowne, Mysterio is out for revenge!"

Beck swirled the cape in a villainous fashion. Following it was a swirl of smoke. When it dissipated, Mysterio was nowhere in sight.

**After Class . . .**

Peter quickly ran out of the class grabbing his bag and stuffing his books in as he left.

"Peter!" Gwen yelled out.

Peter turned around as he was leaving, "I'm sorry, Gwen, Doc Ock went twenty minutes overtime, I have to get to the Midnight Theatre for Aunt May and I'm already going to be late! I promise we'll talk soon!" He waved goodbye and rushed out of the school.

_I really want to talk to Gwen, nothing would make me happier! But if I don't show up before the show starts, Aunt May will kill me!_

He ran into the nearest alley to get dressed for travel . . .

**Yesterday afternoon, after classes . . .**

"Later bro . . ." Peter said.

"Later . . ." Harry walked away, but quickly turned around, "Oh, what was wrong with the Doc today? He seemed kinda shaky!"

"I don't know . . . I think I'll go talk to him if my Aunt doesn't arrive here soon."

While Peter walked back in to the science labs, Harry waited for a cab to arrive.

_So he has to go on a date with a hot woman, and he's complaining about that while I have to go Ravencroft Institution and talk to Dr. Kafka about my father. He better show up this time, I wish he would understand that it's for his own good. At least I can tell her about his worsening condition. She has been really nice about it, but dad's just not cooperating anymore._

A taxi cab pulled up just then. Harry got in, and left ESU.

**Ravencroft Institution for Criminally Insane, Yesterday**

While Ravencroft was known for housing the criminally insane, Dr. Ashley Kafka was also willing to help those who weren't criminals, such as Norman Osborn, whose mind is in a fragile state. Harry sat in the small room with his father, who decided to show up this time. Ashley Kafka was a young woman, probably in her low thirties. She had short brown hair that curled under the ears. She wore reading glasses as she held the paperwork of Norman's visit months ago, after the original event.

"Mr. Osborn, thank you for coming in today. The first step to healing is knowing you need to be healed. I and your son appreciate it."

"I don't need healing! I came here to prove that to my son!" Norman commented.

"Okay, well, let's go over when this condition started." Dr. Kafka asked.

"It started when I was shoved off the building by a Mr. Adrian Toomes . . . on purpose."

"Yes, yes . . ." Kafka took notes comparing them to the notes she took the first time he came in months ago.

"Well, afterwards, I began to develop a second personality that took over in stressful situations. A few times I almost lost control too far. That's when I came here, and after a few treatments, I was healed." Norman explained.

"Okay, what about within the last few weeks? Any outbursts? Any feeling that the personality is taking back over?"

"No." Norman stuttered.

Harry shifted his eyes to Kafka who immediately noticed his reaction.

"Are you sure, Mr. Osborn? If so, this is something you need to tell." Dr. Kafka asked again.

"I am positive. I need no healing. This 'second personality' is not taking over. It's no longer affecting me. My son is paranoid because a few times I got a little angry, but that is going to happen as a father." Norman told the Doctor.

"But, I think you should know . . ."

"Dr. Kafka, I assure you, I am one hundred percent fine!" Norman concluded, standing up from his seat, and leaving the room.

"Well, that was successful . . ."Harry said disappointed.

"If it makes you feel better, I did discover something." Kafka said to Harry.

"What?"

"It's not good news, but we have our answer . . ." She flipped over a page on her notes, reading them off to Harry.

She continued, "As he was talking about Adrian Toomes, you could tell he was getting angry, as well as when I asked him about any outbursts, and he answered no. He clinched his eyes for a second, and then answered."

"What's that mean?"

"I think he's fighting it off."

"Is he winning?" Harry asked.

"Only time will tell." Kafka answered.

Harry stood up, worried, as he was about to leave, he turned and asked, "What's the worst that could come out this?"

"Well . . ." Kafka swallowed before answering his question, "If there really is a second personality in his mind that is trying to take over, the worst that could happen is that it permanently takes over, and his other mind which is fighting to keep its place, is destroyed forever."

Harry's stomach was in his throat. He was as worried as ever now. He knew his father was hiding it. He could tell by the look on his face, but now knowing he could lose him forever just about made him lose it on the spot.

"Thanks, Doc . . ." He closed the door and left the building.

**The Midnight Theatre, Present Time**

It was getting dark now as the show was about to start. Spider-Man landed on top of the theatre, and hopped down to change in an alley using the web bag he used to keep his clothes in. He was a little bit nervous on how tonight would go considering he had never been to a theatre featuring a play. He heard they were boring and tiresome.

He walked into the theatre just as the play was about to begin. The lights went down, the doors closed, and the curtain was lifted. Peter had just enough time to quickly look at his ticket and find his seat number before the lights went out, however, the real challenge was now finding the seat number.

He didn't get too far before he ended up having to act quickly. Just as a red-headed woman walked onto the stage, whom Peter couldn't clearly see from being so far back in the theatre, a clean, grey mist formed upon the stage. A bellowing voice was heard around the theatre.

"Ladies and Gentlemen! It is I, the one, the only, Mysterio!"

Suddenly, a massive explosion of smoke smeared the stage. When it dissipated, there was Mysterio in his dark green costume, and smoke covered head.

The red-headed woman quickly ran backstage during the commotion, allowing Mysterio to take center stage. The audience wasn't too worried. Although it was abnormal, to them, it was just a show, except for two people . . .

High on the balconies sat Carl King and Randall Crowne. Months of preparation gone into this play disrupted by the appearance of this freak.

"What is this!" Crowne yelled out.

"Get Security!" King said over a small communicator.

Four security guards ran up to the stage, two on each side of Mysterio, who stood on the stage, menacingly surrounded by the mist. The guards slowly approached him as they walked up the stairs, and pulled their weapons, "Hands up, freak!"

"Freak?" Mysterio yelled in anger.

Suddenly, he raised his hands in the air, and a purple mist began to surround his arms. A small dragon-like creature shot into the first two security guards in line, and knocked them off the stage. However, strangely, they continued to struggle with thin air on the ground. At least to the audience, that is what it seemed. The guards however, could still see the small purple demon running over his body like an angry squirrel.

Peter was immediately confused, he couldn't see what was causing the guards to freak out, but could also see him as a threat; he exited out of the theatre area, while Mysterio continued his assault.

The next two cops in line began to shoot their weapons at him. But quickly, he shielded himself in smoke and mist, and as the bullets passed through the smoke, both guards were hit with each other's bullet. Mysterio then walked out of the smoke pillar unharmed.

The crowd began to catch on to the danger this man presented. The back crowd began to file out, and run to the exit. Mysterio, however, didn't want them to leave with the show just beginning. He snapped his fingers twice, and a purple aura surrounded the exits, electrocuting those who attempted to break through it.

"Sorry, folks, but the show is just beginning! I will not allow you to leave until you see the climax!"

He spread out his arms and two more purple creatures arrived from his gloves. They both slithered toward the balcony and wrapped around Randall Crowne, the man who fired Beck months ago. They began to constrict tighter and tighter. Mysterio threw his hand to the ground, causing more smoke to appear. He suddenly appeared on the balcony within a flash.

"Who . . . Who are you?" Crowne asked while struggling for air as the creatures choked him, bringing him closer to his death.

"Call me . . . Mysterio."

"Mysterio!" A voice said from Mysterio's left.

He couldn't turn around quick enough before he was kicked off of the balcony by the one, the only Spider-Man!

Mysterio yelled as he fell and crashed into the seats below.

"Why is it everyone tries to have a cool alter-ego name that just ends up sounding so . . ." Spider-Man said as he peeked over the balcony, looking at an unconscious magician, ". . . Lame." He finished.

He helped Mr. Crowne off the ground as the purple creatures evaporated into the air.

"Oh thank you, Spider-Man." Crowne said, gasping for air.

"Sure thing . . ."

"You have to stop that menace, he's ruined everything!" King said, running over to Spider-Man.

Spider-Man nodded, and looked back over the balcony, confused to see the missing body. The bewildered hero's spider-sense suddenly began to ring. He observed his surroundings and noticed a mist forming around his feet. Suddenly, a cloud of smoke immersed him. He was gone, which confused King and Crowne. But he was only being transported. The mist appeared again in mid air, and Spider-Man fell from the sky, and landed hard on the stage.

He slowly got up, rubbing his elbow, "Okay . . . that was weird."

Mysterio then summoned himself on the opposite side of the stage, "Why are you here, Spider-Man? Why do you intend to screw this up? Months of planning, all ruined by the likes of you!"

"Are you as crazy as you look?" Spider-Man deflected his question.

"Fine . . . you'll just have to suffer the same fate as Crowne and King!" Mysterio said as he began to charge up his gloves.

Spider-Man was curious to know what crazy magic trick was up Mysterio's sleeve now; however, this was no trick, the weapons were now real and dangerous. Two blue laser beams shot out from his wrists.

Spider-Man ducked below one shot, and jumped up to avoid the next blast. He shot a web line that landed on Mysterio's foot. While still in the air, he yanked his leg, knocking him to the ground.

Spider-Man then covered him in webs, tying him to the ground.

"You think that'll stop me?" Mysterio said, showing his glowing white eyes through the mist on his face.

Suddenly, the webs covering Mysterio began to melt. He quickly got up, and summoned two swords in each hand, created from smoke.

"Dude, what is with you and mist? Are you a smoker?" Spider-Man joked.

But Mysterio wasn't laughing; He slashed at Spider-Man with both swords, but his swift speed allowed him to dodge every swing Mysterio threw at him.

Spider-Man was backed to the steps; Mysterio threw both of his swords at Spider-Man. Not expecting the sudden change of attack, Spider-Man narrowly escaped; however, the swords were now heading toward the recovering guard down below.

He quickly shot two web lines at the swords, and stopped their momentum. He pulled them back, causing them to fly back at Mysterio, handle first. But just as they were about to hit him, they evaporated into the air.

"Are you serious?" Spider-man yelled out.

Mysterio approached him closer, Spider-Man was out of options. He didn't know how to defeat a guy who had this kind of power. So, acting on impulse, he shot a web line into his smoke head.

"Ah!" Mysterio grunted.

He reached his hands up to his head, trying to remove the webbing from his hidden face.

"Oh, so you're not the headless horseman."

Spider-Man took advantage of his distraction by grabbing his metal collar, and punching his head. Mysterio fell backwards, but the collar stayed in Spider-Man's hand.

The smoke evaporated, and Mysterio's face was now revealed. King and Crowne could see who the culprit was now.

"Beck . . ." King muttered to himself.

Spider-Man snapped the collar in half, and dropped it to the ground. Then Spider-Man began hearing noises he wasn't too familiar with. The cheers of a grateful audience gathered at the back of the theatre. Spider-Man smiled under his mask, knowing that he had been noticed for his good doings. Either that or they still thought it was part of the entertainment.

"No!" Beck yelled, still struggling to tear the webbing off of his face, "This was supposed to be my time! So many months of planning . . . wasted!"

"Who are you?" Spider-Man asked.

Crowne and King then walked onto the stage with Crowne happily offering an explanation, "I believe I can help you with that Spider-Man."

"How so?"

"This man is Quentin Beck. Ex-special effects designer. He was once a very goof employee of mine, until he became obsessed with his amazing effects to where it became too dangerous to have him around. It looks like he wasn't fully over it either."

"I will get my revenge, Crowne. You ruined my life! You ruined my sister's life! You'll get yours!"

The two guards who finally were over the purple demon illusion walked back up to take the crazed illusionist away.

"Uh, wait a moment . . ." Spider-Man said before they tried to handcuff him.

He removed the gloves from Beck, and crushed them in his hands. A small crunching noise was heard in the process.

"What was that?" King asked.

"The source of his abilities." Spider-Man answered, dropping the equipment to the ground.

As Beck was being handcuffed, he still wouldn't be quiet, "I hope your happy, Crowne . . . you too Spider-Man! You're on my list! One day! I'll get back at all of those who have destroyed the life of Quentin Beck!" He laughed menacingly as the two guards took him away.

**Parker Household**

Peter sat on the porch swing, almost afraid to go inside and face his Aunt May. After he defeated Mysterio, the theatre began to allow crowds to file out. He never spotted his Aunt May, so there was no way he could prove that he was there as Peter Parker.

_Okay, okay . . . Aunt May, I'm sorry, but there was a subway incident . . ._

_No, no, too obvious of a lie . . ._

_Aunt May, I am really really really sorry . . . ._

_No, too beggish . . ._

_So I was on my way when Godzilla decided to . . . _

_No . . . too fictional . . ._

_Who knew that being Spider-Man would cause me to make so many unnecessary lies to my own aunt. Really, all I want to do is do the right thing, why is it so hard?_

Suddenly, the front door opened and Aunt May walked out. Peter prepared for what was to come, but it wasn't what he expected. Aunt May sat down beside him, causing an awkward tension between the two. No one said a word for what felt like an eternity for Peter Parker.

"Aunt May?"

"Yes, Peter."

"Hey . . ." Peter said shyly.

"Hello, Peter."

Things fell silent again.

"You missed quite a show." Aunt May said.

Peter didn't respond.

"In fact, we didn't even get to see the show. There was an uninvited guest."

"Who?"

"Spider-Man. He saved the crowd from an evil illusionist." She said almost as if she didn't believe it herself.

"Oh?"

"You know, you promised you would be there tonight. You promised me and the Watsons, and you didn't show up. Not even a call.

Peter showed shame and disappointment.

"On the other hand . . ." Aunt May continued, "I am glad you weren't there in the midst of the chaos."

"So, I've decided that your punishment for not living up to your responsibilities will be a grounding this weekend. The only reason for you to leave this house is for the Bugle. You have no classes this Friday, so I will count that onto your three day grounding. Okay?"

Peter was disappointed, but he understood.

"Yes."

"Good . . . now, I do have some good news for you." Aunt May said.

"What is that?" Peter asked curiously

"I talked to Mary Jane Watson, Anna's niece before the show. I showed her a picture I had of you in my purse."

Peter suddenly freaked out, "Aunt May!"

"Don't worry, it was recent, not the one where you were three and you . . ."

"Yeah, Okay, good, nice, so what?" Peter interrupted.

"Well, she gave me a few compliments on your good looks."

"Really?" Peter asked for confirmation.

"And she gave me her number, to give to you." Aunt May said as she handed him the paper.

"Aunt May, you know I'm not the kind to call strange women for blind dates." Peter said.

"I know, but I figured you already missed two of your meetings, what's a phone call going to hurt, right? I'm not saying you have to date her, Peter, although she is sweet, kind, beautiful and I could go on and on, but at least meet her. Take her out for a cup of coffee or something."

"But I'm grounded." Peter claimed.

"I'll make an exception for this." Aunt May leaned in and kissed him on the cheek, "Goodnight Peter."

"Goodnight, Aunt May." Peter said.

He continued to look at the number under the porch light. He was going over a lot of things in his head. About how it's not a date, just a cup of coffee! But she thinks he's cute, but that doesn't mean she likes him. And then there's Gwen! Should he wait for her to be ready for something that could take forever for her to get over? After thinking about it, he went up to his room, and grabbed the phone off of his nightstand, and dialed the number.

**Meanwhile . . .**

Harry sat on the couch of his mansion. He continued going over everything the doctor had told him yesterday. He worried about his dad nonstop to the point it just made him sick to the stomach. As he decided to head up for bed, he noticed his dad's office light was still on. Harry stepped inside, knowing his dad was asleep now, and was about to turn off the desk light when he noticed the red light on his phone.

Harry sat down at the office chair and picked up a folder in front of him. On the front it was labeled Project Green. Harry was completely oblivious to it. When he opened it, there were several diagrams, and chemical formulas that Harry didn't understand to the slightest. He threw the folder back on the table in frustration.

The blinking light on the phone kept gathering his attention, so he finally pressed it.

_One new message . . ._

After the beeping noise came one of the most terrifying voices Harry had ever heard.

"Osborn . . . interesting the way things turn out isn't it? The way you betrayed me and I lose everything. And now you receive two major grants from two major companies, and I receive nothing?"

Harry knew this was Adrian Toomes. He would never let a situation that Norman put him through, slip through his fingers. Toomes would poke and poke until he gave in. Norman has been poked, and has yet to break, however. Harry knew the condition his father was in though, and one poke, could break him in more ways than one.

Toomes continued his message, "There once was a saying, you live with the vultures, you become a vulture . . . Well, I'm rephrasing that a little – You live with the vultures, Osborn, you DIE by the vultures. It's time for the dictator . . . to fall."

_End of message . . ._

Harry was just destroyed inside. Hearing the threatening message didn't help one bit.

_Delete message?_

Harry sat silent for a moment. He then slowly leaned his hand in, and with some hesitation, pressed the blinking red button.

_Message deleted._

**Next Chapter: Just Business, Part 1**


	11. Chapter 11: Just Business, Part 1

**The Marvelous Spider-Man**

**Chapter 11 – "Just Business, Part 1"**

**

* * *

****Previously . . .**

(AN: Sorry for the very long wait, it has been enormously busy to say the least! I don't see this slowing down anytime soon, so bear with me, I will try and get in as much writing as possible! In the meantime, enjoy this chapter which will shed light and dark on many storylines, some old, and new!)

* * *

A lot has been going on in the life of Peter Parker. He has dealt with his teacher Dr. Curt Connors turning into a human sized Lizard. Afterwards, Miles Warren became more involved, and his sub for the week is the boring Doctor Octavius. That's not the worst of things however; Eddie Brock received the knowledge of the Lizard being Doctor Connors, and turned it into Robbie. However, they have not yet seen anything in the paper. In the end SHIELD secretly helped Spider-Man defeat the Lizard, retrieving a sample of his blood in the process.

Spider-Man also dealt with Mysterio at the theatre where he was finally supposed to meet the Watson family. Beck tried to get revenge on those who "ruined his life" but thanks to Spider-Man, they were saved. Aunt May, however, grounded Peter for, once again, not showing up to their date. He did receive Mary Jane's phone number, and gave her a call! On the other hand, what Peter doesn't know is that Gwen was persuaded by Liz and Sha Shan to give Peter a chance. She has yet been able to tell him though.

Also, after receiving grants from the Fisk and Hardy foundations, Adrian Toomes has had enough, and sent Norman a threatening message that Harry received, and deleted so his father couldn't hear, afraid it would throw him over the edge in his mental sickness.

**

* * *

**

Osborn Residence, Six Months ago . . .

"Hello, Adrian, thank you for coming! Can I offer you a cup of coffee? Or a cup of tea, perhaps?" Norman greeted his old friend into his apartment.

"Good Day, Norman. Coffee sounds delightful." Toomes replied.

Adrian sat down on the couch, as Norman came from the kitchen, handing him a cup of coffee, while holding one for himself.

"I assume your son is off at school?" Adrian asked.

"Yes. My boy is a senior this year . . . hard to believe the times that have past."

"But of course, I remember when I graduated High School. I went to college as a technician, following my father's footsteps, and eventually taking over his business rather drastically. Does Harry want to follow in the footsteps of OsCorp?" Adrian asked.

Norman sighed at his question, "No, my son is not the scientific type. His friend, Peter Parker, however, knows his stuff. I have met the kid on one occasion. He definitely has great potential. If only that potential would rub off on Harry somehow. Norman said.

"It's good to know that there are some people influenced by science and technology." Adrian stated, "I appreciate your willingness to discuss this merger between our two companies in further detail. I really see your potential Norman, of both you and your business. It would be an honor to work beside you in a part-time ownership." Adrian started off the meeting.

"Adrian, you brought up an offer I could hardly refuse right away. However, before I do accept this offer, I would like to know a little more about why and how this came about. After all, a man like you, Adrian, doesn't seem to be the man that would approach another person with a business offer as you have presented me."

"Believe me, Norman, I am not. I believe a sole proprietorship is the best way of making the most profits. Of course, that does mean you will have to turn away from a few good men, or even turn heads to those close to you. But in the end, the profits make up for that. I have been especially lucky with the way my business has turned out. The Toomes foundation is only third behind Osborn Corporations and Stark Industries. It has been a well rounded competition between us three, and I do believe that Stark can be overthrown and we could be the ones to invest in the stock market.

"Adrian, you have a competitive heart, that's what I like about you. You aren't afraid to go out and do what you have to do, to get what you want. Shows me that no matter what age you get, the leadership and charisma will always be there for men like us."

"Getting what I want as never been difficult for me, Norman, I have always been able to receive what is needed for me or my company. Anything that would build the Toomes Foundation is what I have acquired. There is just one thing left in my sights - and that is OsCorp.

"I must say, Toomes, you are quite convincing on this offer of yours. I can see your motive, and it intrigues me. But my business has been prosperous over the past ten years; I don't see why I would have that much of a choice to decline. Especially with my son going to college in six months, I want to at least be able to support him in any way I can."

"Oh, don't be so modest! You and I both know that you could rule over this city with an iron fist! With the riches you have obtained, there's no question that Harry will always be in good hands. Your inventions keep growing, and your wallet keeps growing. I see no sign of your ideas halting at any point. What I do see, however, is a business offer that would keep both of our companies thriving in power.

"I am not absolutely positive I want to take that risk though. We both known a partnership has its pros and cons. But the risks, I feel are more apparent. I don't want to lose any profits or money, especially, with, once again, my son going off to college."

"Norman! Listen to me! You don't have to worry about your son! You are not like the thousands of other people living in this city! They are vultures! They feed off of others hoping to find meat! But they can't. Don't put yourself in the same category as those people. You are above them in power and riches. Just like the great dictators of our past."

"Except I am not a man of power like Constantine, Alexander the Great, or even Adolf Hitler!"

"You don't need to be, we have evolved to where money is our power. When I say I followed my father's footsteps; that was an understatement. I toppled his business into the ground, and took over where he left off! Now the two of us together, with your science, and my technology, could be something that could rock Manhattan. We could bring them technology that China is not ready for. We could run Stark into the dust."

Norman thought about it for a few more seconds, "Let me hear more of this offer. . ."

**A few weeks later . . .**

Adrian stood at Norman's front door, slamming on it with his fist. Norman opened it, wearing a nice suit jacket as if he was preparing for a meeting.

"What the $#%& is this, Osborn!"

"May I ask as to what you are referring to?"

"Don't play smug with me, boy! The papers you signed, where is my side of the contract?" Adrian yelled with an eerie look in face and disturbing sound in his voice.

"I changed the rules a little bit, Toomes. Please, do come in, would you like some coffee?"

"I don't want any of your $*%^ing coffee! I want to know who the #*$% my business belongs to?"

"Me."

Adrian shot a look of confusion and anger in his face.

"You see, Adrian, you were very vague on the conditions of our agreement that when I received the papers of our contract, it was very easy to change them to my liking, and gain control over both of the companies."

"But the Toomes Foundation, all its assets, workers . . ."

"Are mine."

"Son of a * %*( %! You will hand over my company to me now!"

"Can't do, Toomes, I'm going to the board meeting now that will help settle Toomes Industries to adjust to my style of business."

"We had it all worked out, Osborn. We were both going to be so rich."

"You yourself said that we had to what we had to do to get what we want. You really opened the door for me Toomes. You put me in the position I needed to be in to not only take down one of my competitors, but gain control of it, and double my profits. All it took was the switching of a few words, and your signature."

"Do you know what you've done? You've destroyed everything I've worked for!"

"If you will excuse me . . . I have a meeting to get to." Norman said with an arrogant look on his face.

"Osborn!" Adrian yelled out.

**Toomes Industries Board Room**

"Good day to you all!" Norman announced as he entered the board room.

"Norman! Please come in." One of the board members said.

"Thank you." Norman said simply, joining them at the table.

"I must say Norman; you must have been very persuasive to have Adrian sell his business to you. I mean really, what did you pay him? Half a billion?" One of the men said from the other side of the table.

"Actually, it was cheaper than I had assumed." Norman said confidently.

"No, really, how much are we talking here?" The man said a little more seriously.

"Free."

The whole room suddenly went into shock. They started muttering between themselves while the man leading the meeting stood up and slammed the table.

"Enough." He demanded.

Norman sat in his relaxed position however, not intimidated by this man.

"Toomes would have had God pay for his company no matter how much he was intimidated. There is no way in hell that you received this company for free. Adrian would go bankrupt."

"Well, stuff happens." Norman said.

"I'm calling Toomes." The man said, grabbing the phone, and dialing the number. Suddenly, Norman's phone began to ring.

Norman picked up his phone, and laid it on the table, "I'm sorry, I had Adrian's business number transferred to my cell . . . would you like me to change it?"

"The board will not accept whatever you are doing to this company."

"What are you going to do? I own it!" Norman said, "I have the contract to prove it."

"We may not be able to let Toomes receive his multi-million dollar business back, but there is no way we are letting you have it . . . we are on Toomes' side. Don't think that we won't back away from this Norman."

"Suit yourself." Norman said as he stepped up from his chair and walked to the door, "Either way, I have taken down one of the biggest competitors in New York . . . and have caused them to lose millions of dollars in the process." Norman smiled menacingly as he left the room.

The man fell back into his chair and put his hands into his face in disbelief.

**One Week Later – Osborn Mansion**

Norman sat high above on the roof of his mansion, looking over the city of New York. He Held a cup of hot tea in his right hand. He had a confident smile on his face after everything had gone his way. Harry was in his room doing homework. It was the end of his senior year, and while Norman wasn't happy with the road he was going down, not following in his footsteps, he was still proud as a father with his grades. Harry may not have been the brightest kid in the school, but he was his father's son.

Thoughts ran through Norman's head as he watched the clear sky. He suddenly heard footsteps coming from the stairs leading up to the roof. He turned around, expecting Harry to come out. His son was not the person to arrive on the roof though; it was Adrian Toomes and two other bigger men. Adrian wore a dark trench coat and hat, giving him a very ominous look.

"Adrian." Norman said simply, standing up from his seat, "Can I offer you or your friends . . ."

"Save the coffee *%(^, Osborn." Toomes said, "I want my company back, even if I have to take it back."

"You or your bigger friends?" Norman said, confident in the fact that Adrian would never do anything too vicious.

Adrian snapped his fingers, and the two thugs walked up to Norman, and grabbed him by each arm.

"Get off of me!" Norman yelled.

**Meanwhile**

From below, Harry heard some commotion and yelling. He put down his book, and walked out of his room, "Dad?"

**Back on the Roof**

Half of Norman's body was now hanging over the mansion edge. He could feel the wind pushing him from so far up.

"Last chance, Osborn."

"Toomes, I would never give you what is rightfully mine." Osborn yelled.

"Boys . . ." Adrian said with a sinister tone.

Harry arrived up on the roof just in time to see the two men let go of Norman's legs. He then saw his father fall off the side of the building.

"NO! DAD!"

Adrian turned around in surprise, as well as the two thugs.

"You son of a B!tch!" Harry cursed as he ran up to the them.

The two thugs stepped in front of Adrian and shoved him to the ground. Tears began to form in Harry's eyes as he thought of his dad.

"Sorry, kid, your dad shouldn't have messed with me . . ." Adrian said as the he and his thugs walked over Harry.

After they left the building, Harry quickly stood up and looked over the edge, noticing that his dad was not on the ground, and he could clearly see the ground.

"Dad?" He said.

Suddenly, the best thing that could have happened to Harry came true. Spider-Man, the fabled hero, swung up, holding his father.

"Dad!" Harry said, relieved.

Spider-Man laid his dad down to where Harry could help him out, but Spider-Man quickly left afterwards, hoping to avoid any questions by his best friend, or the reporters.

"Spider-Man, wait!" Harry yelled, but Spider-Man just kept swinging away.

"So he is real . . ." he mumbled to himself.

After the hero escaped off into the distance, he turned to his dad, who was still in shock from the fall.

"Dad? Are you okay?" Harry asked in a panicky tone.

"I didn't think he'd really drop me." Norman mumbled.

"It's okay, Dad, Toomes is gone."

"Good . . ." He said softly.

**

* * *

**

Present – Empire State University

"Remember class, test tomorrow!" Doctor Octavius yelled among the students as they gathered their supplies.

Harry and Peter walked out, both of them sighing over the test. They saw Gwen getting into a cab with Sha Shan.

"Where are they going?" Peter asked.

"Liz said that she, Gwen, and Sha Shan were going to a concert, so they had to leave right after classes."

"Oh, where's Liz?"

"I don't know, maybe she's meeting them there . . . So Peter, you think you could help?" Harry said.

"Harry, I know that you know me as the smarts of the class, but Octavius' teachings are beyond years of experience."

"Well, can you help me study anyway? Maybe come over tonight. It's a Friday so . . ."

"I can't . . . Aunt May grounded me over the weekend. I'm only allowed out of the house for classes and the Bugle . . . oh and to go on a date with some girl."

Harry began to look worried, as if he needed him to come over.

"Wait . . . dates?" Harry asked curiously

Peter smiled and looked at Harry as they walked outside campus now, "Yeah, Mary Jane Watson . . . you know the actress that was supposed to be snobby and annoying. I called her last night, thanks to Aunt May, and we talked until one, last night." Peter explained

"One? You talked to a girl that you've never met before until one o' clock, and you're going out with her now?" Harry said, surprised.

"Well, no, I mean, maybe . . ." Peter stuttered

"What happened to Gwen? I thought you felt really strong about her." Harry asked

"I did, and still do . . . but we've been nothing more than really great friends lately, it's her turn to make a move, and I can't wait until she's ready when I have opportunities right in front of me." Peter told Harry.

"I understand . . . So are you sure you don't want to come over?" Harry asked as they exited Empire State University.

"Do you need me too for any emergency reason?" Peter asked, noticing he was being persuasive.

"Well, no . . ." Harry said unconvincingly

"What's wrong?" Peter asked, knowing something was wrong with his friend.

"It's my dad . . . we went to the doctor the other day and apparently if this 'condition' becomes any more apparent, and fights to take over his conscience, then it could permanently take over."

"Oh . . ."

"Yeah, and then last night I was in my dad's office, and there was a message for him, from Toomes."

"Toomes? What it'd say?"

"Something about dying by vultures and toppling dictators, I'm not really sure, but it's worrying me. The last time he made an attempt on his life, his illness started, if he attacks again . . ."

"Okay, Harry, go home, and tell your dad, I have to go to the Bugle. I'll see if Aunt May can maybe let some leeway on the grounding for a friend of mine."

"What do I say? I was snooping in your office and went through your messages and deleted them."

"Why did you delete them?" Peter asked loudly.

"I panicked alright?"

"Just tell him the truth . . . it may save his life." Peter said, trying to influence him to do the right thing.

Harry walked the other way toward his home, while Peter continued toward the Bugle, which was just a few more blocks down the street.

_Oh man, I have a feeling I am going to end up going to Harry's whether Aunt May says I can or not . . . I mean, I can't just let a threat like that go unnoticed, especially since he's already attacked once. _

_I wonder why Harry would want me there though, I mean, I know were best friends, but he's more physically fit than I am . . . well, not really, but he doesn't know that. I guess I should be glad that friends look up to me, but it's like feeling pressured now. I hope things are going swell here, I haven't been at the Bugle in . . ._

**

* * *

**

Daily Bugle, Robbie's desk

" . . . three days!" Robbie yelled unto Peter, "You expect us to pay you for that?"

"No sir, I've had a lot to deal with!"

"Peter, you do realize you're not as free to come in on your own time table anymore, right? Remember? That promotion we gave you? Why don't you show us that you're ready for that kind of responsibility? We haven't even received any pictures from you since . . . I can't even remember! We had to have Eddie deal with the problem at ESU."

Peter's eyes lit up, while Robbie continued, "I mean, you go to school there, and we can't even count on you for pictures or stories . . ."

"Wait!" Peter interrupted, "what exactly did Eddie find out?"

"That the giant Lizard attacked Empire State campus and then escaped underground!"

"Did you publish that?"

"Yes, I just finalized it today."

"Mr. Robertson!" Peter said loudly, in a worried tone, "How much information did you post?"

"Ask Eddie, he wrote the article." Robbie said, not really caring for Peter after his slacking off."

Peter quickly walked over to Eddie's desk.

"Eddie, let me see that editorial you wrote on the Lizard." Peter said.

"Why should I? Do you even work here anymore?" Eddie responded.

Peter rolled his eyes, waiting for the story, but Eddie wasn't in the mood, "You can read it in the paper tomorrow, Peter."

Peter wasn't going to fight with Eddie any longer as there was no way he was going to break him. He turned and looked into Jameson's empty office, and in surprise, noticed that he wasn't inside.

"Where's Jameson?" He asked Eddie.

"He's on vacation." Eddie said simply.

"Really?" He asked

"Yes, Peter, really!" Eddie said sarcastically, tired of listening to the kid ramble on.

Peter then examined the Bugle carefully, noticing that things were a lot different. Things were organized! Employees weren't running around chaotically, they were just doing their job simply and quietly.

"Wow, I've never seen this place so . . . un-jonahfied."

Eddie just rolled his eyes once again, showing his annoyance of Peter.

**Meanwhile - Taxi Cab**

Liz had never been in this position before. It was bad enough she was in her own relationship drama, but now she was in the middle of someone else's and in a predicament she had no clue how to handle.

**30 minutes ago . . .**

Liz just finished washing her hands. She was super excited for the black eyed peas concert playing at Madison Square Garden. She was able to get tickets through her dad, and she was even allowed to take Gwen and Sha Shan with her! However, just as she was about to exit the bathroom, she heard voices right outside that caused her to hesitate for a moment . . .

I'm only allowed out of the house for classes and the Bugle . . . oh and to go on a date with some girl."

"Wait . . . dates?" Harry asked curiously

"Yeah, Mary Jane Watson . . . you know the actress that was supposed to be snobby and annoying. I called her last night, thanks to Aunt May, and we talked until one, last night." Peter explained

"One? You talked to a girl that you've never met before until one o' clock, and you're going out with her now?" Harry said, surprised.

"Well, no, I mean, maybe . . ." Peter stuttered

"What happened to Gwen? I thought you felt really strong about her." Harry asked

"I did, and still do . . . but we've been nothing more than really great friends lately, it's her turn to make a move, and I can't wait until she's ready when I have opportunities right in front of me." Peter told Harry.

"I understand . . . So are you sure you don't want to come over?" Liz heard Harry say as the voice faded away when they left the building.

She exited the bathroom, and saw the taxi cab waiting for her outside Empire State University. However, she wasn't filled with the same excitement as she was 30 seconds ago. She was devastated for her friend, who was eventually going to work up the courage to tell Peter how she felt. Now, she had competition. She walked out to the cab and once she got in, it drove off.

**

* * *

**

Parker Household

Peter entered the front door after working at the Bugle for a few hours.

"Hi, Peter, how was your day?" Aunt May asked as she stirred some food in a bowl.

"It was alright, Aunt May; um, I have a question for you."

"What?"

"Harry needs . . ." Peter said

"No." She said sternly.

"But, you didn't even let me finish!" Peter protested.

"I told you, you're grounded, you are not going to spend time with friends this weekend. I hate to do this to you, but it's what I have to do to make you learn responsibilities."

"You'll allow me to go on a date with Mary Jane!"

"Yes, Peter, that's because she's someone who's really important to me, and I know you'll love her as well, besides, she's who you skipped out on the past two days. By the way, I checked the phone this morning and . . . three hours of talk time?"

"Peter tried to hide his smile, "Yeah, we got off on something and . . ." Peter said.

"So are you going to ask her out?" Aunt May asked.

"I've been thinking about it . . ." Peter answered.

"Why pass up the opportunity, Peter, it's not like there's any other women in your life."

"Gee, thanks for the confidence booster, Aunt May."

"So, are you going to do it?" She asked, obviously trying to influence Peter to go out with her.

Peter sighed and then smiled at Aunt May, "Yeah, I think I am."

Aunt May showed the excitement of a teenager as she hugged Peter. She handed him the phone as she kissed him on the cheek, "Good luck, Peter."

**Concert – Madison Square Garden**

Madison Square Garden, what was normally home to the New York Knicks basketball team was tonight, home of the Boomerangs, a brand new band known for their unique guitars that, when listened to live, used a unique string tone that allows music to bounce off and come back, giving it an echo type feel as you listen to the song. This was their first concert, and the lead singer, Fred Myers, wore his trademark jacket with the sleeves ripped off.

The "vest" was a dark purple and had two red boomerangs clipped onto the sides. He wore black gloves and a white wife beater as part of his costume. The rest of the gang wore similar attire, but not as flashy as Myers.

Liz and Gwen were in the middle of the crazy crowd who were screaming the songs out of their lungs. While Gwen and Sha Shan were having a blast, Liz had a giant weight holding her back from singing along to the group. It usually wouldn't bother her that much, but Gwen has become a real close friend, and now she felt pain for something she didn't even know, especially after it took so long to convince her to at least tell Peter the truth.

After the last song, the band took a five minute break, and the crowd simmered down. Liz fell back in her seat, looking down at the ground. Gwen noticed her friend wasn't as enthusiastic as this morning. She sat down next to her, and acted as a caring friend would.

"You okay?" Gwen asked.

"Yeah, yeah . . ." Liz lied, "It's just all this noise, gave me a headache."

"I have some ibuprofen in my purse."

"No, no, that's okay; I just need to sit down for a moment." Liz said, as her pocket began to vibrate. It caught her attention, and was the excuse she needed to avoid any more questioning by Gwen. She would tell her eventually, but this wasn't the place or time.

She pulled out her phone, and checked the caller ID. To her surprise, it was Flash. She almost clicked ignore on her call, but decided to walk up to the walkways near the food places, and answer it. She sat down at one of the tables and answered it after letting it ring for a while.

"What?" Liz answered coldly.

"Liz?" Flash said with a soft tone.

"Yeah . . . what do you want?" Liz answered quickly.

"To work things out. Things are different without you, and not in a good way."

"Serves you right." Liz pierced her words.

"Look, I know I shouldn't have allowed Michael to bring in the beer."

"And influenced me to drink it." Liz finished Flash's sentence.

"You can't blame the whole thing on me!" He defended himself.

"I don't! I know I'm at fault! I know I shouldn't have done it. But let me ask you this Flash, if the person you thought you loved encouraged you to do something you had second guesses about, what are the odds you'd trust them?"

"Well . . ."

"I thought so."

"Liz, I know that I've made mistakes, and I know you want me to be a better boyfriend, and I'm willing to do that! Just please give me another chance." Flash pleaded

"Why should I? You haven't grown up one bit since high school! I thought you would change over the years! I thought maybe you'd become more like Peter!"

"You're comparing me to the geek of the year award winner?"

"See Flash! You're doing it again! You just can't be mature at all!"

"I'm sorry; it's just of all people."

"He's really nice you know? He helped me get my head screwed on straight, and see that your nothing but someone who's bringing me down!"

"So what? This is all Peter's fault?"

"No . . . in fact, he hardly said a word. All he did was listen and you know what? That's all I needed. Someone to listen to me. Something you never did. And while I talked, I listened to myself. And what truly came out of my mouth was that anytime I was around you, I just wasn't happy."

"So what? We're over?" Flash asked. But before Liz could answer, she heard gunshots coming from the stage in the center of the basketball court.

She gave a sigh of shock over the phone, which just sounded like a deep breath over the phone.

"Well, Liz?" He said.

"Hold on, Flash." She replied quickly.

She slowly walked over to the staircase, crouching down, she heard the lead singer screaming out over the microphone, trying to get the screaming crowd to calm down.

"Shut up! Nobody move!"

Most of the crowd didn't move, others tried to shift around, trying to silently escape, but for the most part they were quiet.

"Well, I hope you've all enjoyed the show so far, but right now, were going to change things up! Don't even think about moving or trying to leave this stadium. We've got guards on every stairwell, ready to fill the next courageous person full of led. However, I am glad you were able to join us, because any watches, jewels, or money you have is going to be donated to the Boomerangs! Each guard will make sure you're not leaving anything behind!"

He turned to the other four guys in his band, "Boys! Get the barrels!"

Suddenly, each band member gathered four large barrels from the back of the stage, formerly for decoration, and headed to a separate section of the stadium.

Liz, meanwhile, was still up in the walkways near one of the stairwells. She had a look of shock on her face as she witnessed the act.

"My god!" She said, as she quickly ran behind one of the food counters, and crouched below out of sight.

"Flash, Flash?" She whispered quickly.

"Um, yes." Flash answered.

"The band just completely took Madison Square Garden hostage!" She said.

"What? What are you talking about?"

"I don't know the security guards are guarding the stairwells while the band collects money from the crowd! And I'm trapped behind a food counter, and there's no way to escape!

"Liz, Liz, calm down, just . . . hold on, I'll call the cops!"

"Flash, you're going to need more than the police, you're going to need like, the . . ."

Suddenly, Liz's voice was cut off from Flash.

"Liz? Liz?" Flash cried.

Back at the stadium, Liz finished her sentence, "you're going to need like, the navy!"

She waited for a response, but received none.

"Flash? Flash?"

She looked at her phone, and saw the small battery in the corner of the screen was blinking. Within seconds, the screen went black.

"No . . ." She whispered in silence to herself.

**Thompson Household**

"Yes, I'm telling you the truth, I just got a call from my friend! The whole stadium has been taken hostage!" He screamed over the phone.

"Listen, kid, the NYPD don't have time for you pranks, we have more important things going on." a woman said.

"No, you're not listening!" Flash said, trying to think of something that would help, but the woman hung up on him.

"Son of a . . . !" He slammed his hands into his face.

**Police Station**

Captain George Stacy, more known as the father of Gwen Stacy, walked into the communications room where they took 911 calls.

"Any calls, guys?" He asked as he held a cup of coffee in his hand, and took a sip.

"Yeah, some kid prank called us about a hostage taking place at Madison Square Garden, can you believe it?" the woman laughed.

George knew that his daughter was at the stadium attending the concert. This at least caused him to want a confirmation even though it was highly unlikely, and almost impossible.

"Are you sure it's not true?"

"Please, Captain Stacy, you can't be serious . . . that's impossible!"

He grabbed the phone and dialed the last number that was called on record.

"Hello? You called about an emergency?" Stacy asked.

**

* * *

**

Elevator leading up to Osborn's Mansion

_I hated to sneak out of my own home, but this is important to Harry, so it's important to me. If Adrian really does attack him again, I'll be the first to admit it's a bold move, especially after the first attack, but if he's a man of his word, than that message wasn't just a threat, it was a warning. I just hope that Aunt May doesn't wake up for any random reason. I guess I got everything – Mask, tracers, web shooters . . ._

Peter's eyes widened as he sifted through his backpack. He was so worried about getting out of the house quietly and making sure he had everything he needed to study, that he forgot his web shooters.

_If there is any action tonight, I'm screwed . . . over a year I've been Spider-Man, and I've never forgotten my web shooters, ever! I guess I should be happy I didn't forget my mask._

The elevator opened, and the hall led him to the door of the Osborn's. Before he could knock on the door, he heard a loud crash of glass. This immediately worried Peter. He rammed the door open, but he was only fast enough to watch a large figure fly out of the broken window, and the yelling of his friend for help.

"HARRY!" Peter yelled out as he watched his friend become flown out in the distance by a strange, winged man.

**

* * *

**

Next Chapter: Just Business, Part 2


	12. Chapter 12: Just Business, Part 2

**The Marvelous Spider-Man**

**Chapter 12 – "Just Business, Part 2"**

**Previously . . .**

Between the Lizard incident, ESU's involvement, and Harry's father, a lot has been on the mind of Peter. The Bugle has released information of Connors' involvement with the Lizard, and will be published soon, meaning that what happens to ESU can't be very good. Jameson is still on his vacation away from work, so Robertson takes over – which actually causes the Bugle to run twice as smoothly.

Peter told Aunt May that he has decided to go on a date with Mary Jane, which is the only way he is getting out of the house on his grounding. However, due to the news Harry shared with him on Adrian, he is worried for Norman, and his friend. So, he decided to sneak out and help Harry "study" for Octavius' hard test, when he arrived, however, he was already kidnapped by a mysterious figure

Meanwhile, at Madison Square Garden, Gwen, Liz, and Sha Shan attended a concert held by the Boomerangs. However, lead singer, Fred Myers has somehow taken the whole concert hostage, threatening to kill anyone who tries to leave or refuse to cooperate. He has the security guards on his side as well. Liz was able to sneak out before the madness, and hide behind a food counter, how long will she stay hidden? Flash, who was trying to reconnect with his girlfriend, was able to find out before her battery died, and he contacted Captain George Stacy on the dilemma.

What more could go wrong?

* * *

**Osborn Residence**

Peter stood out on the balcony as he watched his friend fly away into the distance.

_I can't believe I forgot my web shooters . . . of all times? Where the heck did I leave them anyway? Whoa! No time for this web-head, I have to find a way to get across these rooftops now…_

Peter slipped off his sweatshirt and jeans to lighten his weight. He held his mask in his hand. He stepped back as far as he could on the balcony.

_Okay, time to test my hops . . ._

Peter ran with all his might and leaped off the balcony. Hundreds of feet above the New York Streets, He was able to grab onto a window sill of the next building. He quickly stuck to the wall and climbed like never before. Once he reached the rooftop of the building. He saw the quickly fading figure barely in his sights.

_Hold on Harry, I'm coming . . . _He thought as he slipped on his mask.

**Captain Stacy's Police Car**

Sirens blared, lights flashed, and swerving cars were heard throughout the streets. Captain Stacy led a squad of policemen toward Madison Square Garden, where his daughter and her friends were being held captive. Although it sounded very improbable, the fact Flash was very worried and that his daughter was involved was enough for Captain Stacy.

Stacy drove faster than he ever had driven before. Flash was in the passenger seat beside him, holding on for dear life has he swerved the corners.

"So, what's the plan? Liz said they have the place completely covered." Flash asked.

"We'll figure out when we get there, right now I need to focus on reaching our destination."

Flash nodded his head, not wanting to bother him anymore. Has he took one more sharp turn though, it felt has if he was going to be puking in the car.

**The Stadium**

Liz curled up behind the empty counter. She continued to listen as Fred chanted over the microphone. How they planned to get away with all this was beyond her, but the way it was set up was almost brilliant. There was no way out for her. With the way the stadium was mapped out, she could see Myers with one peek over the counter. He'd definitely be able to see movement from his position, plus there was a security guard to her right a few meters away. He was guarding the stairwell.

_I can't believe this is happening to me, of all things, why this? I just hope Gwen and Sha are okay, I don't think I could bear losing them. I have to find a way to help. I have to . . . But what can I do? I'm stuck here for the rest of the night . . ._

**

* * *

**

NYC Rooftops

Spider-Man continued to run across the rooftops of Manhattan. It had felt like it had been miles since they left Osborn's mansion. He wasn't making any progress on catching up. Whoever this guy was, he was fast. His only hope was that he would be arriving at his destination soon, or he would lose him.

His feet were hurting and his arms were pounding. He had gotten more of a workout here than he did fighting the Lizard! But he had to keep going for his best friend.

Finally, Spider-Man caught eye of a tall tower. It looked as if it had been abandoned for a while now. Spider-Man saw the figure disappear into the dark of the building's shadow. It had to be where he hid out; all Spider-Man had to do now was crash the party.

**Toomes Tower**

. . . Or what used to be Toomes Tower. This place had been the building for the Toomes foundation through all generations! Thanks to Norman Osborn, the bottom floor was being used as an ice cream shop while the rest was left to be bought out. It was actually planned on being turned into a multistory mall, but that has yet to take place.

On the top floor, Harry hit the ground hard. He was not tied or strapped to anything, but was just thrown into the room. However, if he even tried to runaway, he'd have to first see through the darkness. The only source of light now was the moon that barely shone through the windows. The light was soon blocked as a man walked in front of the windows.

"Who are you? What do you want?" Harry pleaded.

"I want what is rightfully mine!" the man responded.

"And kidnapping me is going to help?"

"If it's one thing your father loves more than his work, it's you. So, I'm giving him that dilemma."

"My father? Wha . . .? Toomes . . ."

"Not Toomes, Harry . . . The Vulture!"

Suddenly the lights turned on, causing Harry to quickly shade his eyes. As they adjusted, Toomes revealed himself. He wore a dark green suit that hugged his form. Around his neck was a black device that connected to his silver, metallic wings through wires. The end of the wing then connected to his black gloves, allowing him to steer. The wings were of a thin, lightweight metal. They easily contracted and formed to how he moved his arms, and were as sharp as a razor.

"The Vulture?" Harry asked.

"Toomes was weak compared to Norman Osborn. I needed something to strike fear into his heart. So I stole something of his, and changed it to my liking! These wings were a project of a gliding technology he has been working on." Toomes continued as Harry listened in horror, "You're father is amazing you know? The ability to defy gravity in a small compact space, well, he asked for it when he stole my company. He wants to talk about living with vultures, let's see how he deals with this one!"

Unknown to the two in the room, Spider-Man listened from the air vent above. He may not have had his web shooters, but he still had his powers.

_The things crazy people do for revenge . . . Okay, I should plan this out carefully. It's not like I can just jump out and start webbing the place up._

Spider-Man slightly moved his foot, and he heard a crack.

Spider-Man's head started to tingle, and Harry and Vulture looked to the ceiling.

"Crap." Spider-Man said aloud.

Suddenly, the whole air vent collapsed through the ceiling, and Spider-Man crashed through, falling to floor below.

"What is this?" Vulture yelled in anger.

Spider-Man slowly got up, holding his back, "You know you really should get someone to look at that, it's very unstable . . ."

"Spider-Man, how dare you . . ."

"Don't even start it bird-brain!" Spider-Man interrupted, " you don't know what I've been through just to get here, now if you'd just let the poor kid go, this would go so much more smoothly."

Vulture lunged toward Spider-Man.

"I didn't think so . . ." He said as he dodged his attack.

"I don't need anyone butting into my business!" He said, turning to Spider-Man.

Suddenly, Spider-Man's spider-sense went berserk.

_What the heck is going on? My head . . . _

They were caught off guard just then, as the whole top floor blew up in flames . . .

**

* * *

**

Meanwhile . . .

The squad arrived at Madison Square Garden, easier than they expected. George Stacy immediately got out of his car, and gave orders to his squad.

"DeWollfe, take your Red team, get the front entrance; Macendale, Blue, gather the back; Carter, yellow, head for the second floor, and green, follow me through the locker room, we may be able to surprise them from behind. Wait for my signal . . ."

"Maybe we should call in the Navy." One cop joked to another.

"Maybe you should, my daughter's in there, now get going!" Stacy commanded.

The place spread out, while Flash exited the car, finally holding back the urge to throw up. He ran to Captain Stacy, "Wait, what I do?"

"Stay back and wait!" Stacy Commanded just before leading his team into the stadium.

"You are kidding, right?" Flash said to himself.

**Front Entrance**

The place was completely shut down. All lights were off for the stadium, except for the one small light following Myers on the stage. After the team sneaked through the front entrances where no one was present, each group headed for their assigned positions. George Stacy held his pistol and flashlight, and led five men into the locker rooms, which he knew would lead out to the stage.

"Okay men, careful, don't get spotted, there's no telling what these guys will do. They have guns, and they have hostages. We don't want this to be a massacre."

They nodded their heads in agreement, not wanting any blood on their hands.

**Parking Lot**

Flash paced back and forth. Constantly going over the words Liz last said to him. It's funny, all he wanted to do was call and make up, she then turned it into a break up conversation, and then suddenly he's put into this position.

He held his phone in his hand, staring over a picture of her he had.

"This is stupid! I am NOT waiting out here while Liz is in danger."

He ran up to the stadium's front entrance, and peeked through the glass doors. Nothing was seen; even the cops themselves established a nice, quiet entry. Flash intended to do the same.

**

* * *

**

Toomes Tower

Spider-Man slowly opened his eyes. He heard some loud laughs and the strange noise of anti-gravity devices making quick turns in the air. There was also explosions, taunts, and many other strange noises in the air. Another thing Spider-Man quickly noticed was the clarity of his right eye. The whole top right portion of his mask was blown off from the explosion, as well as other parts of his costume. He realized this as he slowly got up from the debris.

As he looked up and finally took in his surroundings, he noticed the whole front wall of the building was gone, and the support that it gave the ceiling, was quickly fading. He also caught sight of two flying figures fighting in mid-air – the Vulture and another unknown masked man.

_Great, just what I need . . ._

He looked over to the left and saw Harry, who luckily dodged some debris from the explosion, but was nevertheless still out from the shock.

Spider-Man jumped over, unknown to the two fighters up above, and picked up Harry, holding him over his shoulder. He carried him to the far side of the building that was more structured, and safe to lie under. After he laid him down in the corner, He ran out to see what the commotion was all about.

As he looked up, he saw Vulture do a quick shift to his left to avoid a small bomb that exploded moments after it passed him. The man who threw the bomb was covered in a green skin-tight outfit. He wore a purple top, gloves, and belt. What caught Spider-Man's attention was his face. The mask over the villain was of a menacing stare. The smile, the bright yellow eyes – it brought horror to Spider-Man's mind. He stood on a piece of gliding technology, similar to what Vulture had.

The fight was intense as Vulture used his sharp blades to try and end the fight quickly, but missed.

"I don't know who you are, where you got your technology, but you are trespassing on my property!" Vulture exclaimed.

The man laughed menacingly, "You think that that I care about your property?" He let out another laugh as if it was the funniest thing he had ever heard, "Trust me, old man, the only thing I'm here for is you!"

"Why? Who are you?"

"Call me, the Green Goblin, and as for why, that's confidential." the Goblin said as he pulled out another bomb from the pockets strapped around his thigh.

Vulture backed up, and folded his arms, covering his entire body with his wings as a bat. As soon as the Goblin threw the orange pumpkin bomb, Vulture opened his arms quickly. The second layer of Toomes' wings launched from his arsenal. The twenty-plus blades ripped through the bomb, causing premature explosion. This caused an enormous amount of smoke to form high in the sky.

Vulture waited for him to come back with an attack, or for the smoke to clear so he could see his impaled body lie dead on his glider.

His answer was immediately answered with the sinister laugh that was coming toward him. The Goblin flew at fast speeds through the smoke, and into the Vulture, sending him flying through the air uncontrollably. Vulture then signaled a retreat as he quickly turned back, and used his turbo boost to send him away from the tower. Little known to him, however, a small silver spider stuck to his boot.

Spider-Man threw the perfect strike while Vulture lied still in the air, waiting for the Goblin's attack. He wasn't one for watching a fight, but he was clearly mismatched, and without his web shooters, there was no way he was going to stand a chance. Just as the Goblin flew away, he noticed Harry starting to come along in the corner of the room.

"hmm, hrrmm, Spider-Man?" Harry mumbled.

Spider-Man saluted him, and then jumped off of the building.

**

* * *

**

Madison Square Garden

"People, People, People! You do know this is a one of a kind show! A once in a lifetime experience!" Myers yelled over the microphone, "I mean, how many people can say I was held hostage at Madison Square Garden? I mean, right? Plus, this is way better than any Knicks game, you have to agree with me there, right?"

Gwen and Sha Shan sat still in their seats, not making a move, not making a sound. They were worried about Liz more than anything, who they haven't seen since she took the call upstairs.

"Come on, guys, our barrels are just about full and we can get the hell outta here! Road trip!" Myers yelled out.

**Meanwhile, in the locker room . . .**

"Geez, does this guy ever shut up?" One of the cops said

"What's that smell?" Another one added.

"Were in a locker room, what do you expect?"

"Well a little febreeze couldn't hurt." He responded.

"Oh my gosh!" Another cop mocked.

"Will you all shut up? I'm about to give the signal . . ." Captain Stacy ordered to his men as he peeked out to the stadium's stage, "Is everyone in position?" he asked over his handheld radio.

After hearing the response from the three teams, all giving him a "yes", they prepared to take down the criminal band.

"Okay, move in!" Stacy said.

The team moved in through the locker room, heading out onto the basketball court or what is now the stage. Once they entered, they were greeted with a flash of lights that immediately turned on.

"Well, look what we have here!" Myers said, walking down off the stage toward the locker room entrance, "The famous NYPD, don't tell me you didn't think we expected you. I mean, it's pretty hard to take so many people hostage at once in one of the biggest landmarks of New York and not keep it quiet."

Stacy stared the man down and studied him. This was no average ordinary criminal just wanting to make a few bucks. This plot was well planned out, and well designed. He obviously had lots of resources and men to pull off this job, but that wasn't going to stop Captain Stacy from saving his daughter.

"Come on, Captain, join the party and call off your men that are lingering behind you . . ."

"You're a clever man, Myers, I'll give you that, but there's one thing you overlooked."

"What's that?"

"Back-up." Stacy said.

Suddenly, several clicks of guns were heard surrounding the stage. The three teams all took position and pointed their weapons at the security guards keeping the stadium hostage. They immediately dropped their weapons and held their hands in the air.

"Please, Stacy, so you outnumbered us and took away my gunmen? You're just as naïve as you are intrusive for interrupting my show! No, this is far from over . . ."

"In what way, Myers? We've surrounded the stadium, taken your firepower, and saved these civilians."

"There's more than one reason we're called the Boomerangs." He said menacingly.

Myers then pulled out two red boomerangs that were strapped to his legs. Stacy knew what was going to come up next; He quickly ran up to the stage and ducked behind one of the speakers while Myers began his attack. Stacy dodged the boomerangs as they were aimed at him, and as they came back. Myers was an expert boomerang thrower though. It was a constant launching of attacks by Myers. When Stacy finally found a safe spot, he called on his men once again.

"The security guards have given up, take them into custody and start evacuating the crowd, I don't want them in the midst of this fight." Stacy said over his radio.

Then one row at a time, the crowd began to empty their seats and head for the exits quickly.

Boomerang didn't care much for the crowd leaving. Even though his men were chicken enough to stand down to the cops, he only had one in his way, and three barrels of gold and silver that he could escape with. How he was going to do that was beyond Stacy, but he somehow was able to take all of thousands of people hostage, so anything is possible.

Stacy drew his gun and poked around the corner of his speaker. Myers held his two weapons in his hand waiting for the moment to strike.

"These boomerangs pack a punch old man, sure you can take it?"

"I have a .45 in my hand, think you can take it?"

"Too true, maybe it's time for a home field advantage." Myers snickered. Suddenly, all the lights in the stadium were shut down. The place was practically pitch black, except for the flashlights held by Stacy's cops, who continued to lead people out of the stadium.

"He must have a man in the control room. That would explain how he controlled security and saw us come through the locker room. Someone needs to take him out." Stacy said over his radio.

Meanwhile, outside in the halls of the stadium, DeWollfe answered Stacy's call, "Captain, everyone's evacuating, I'm almost finished with my section. Civilian safety is our top priority."

"I know . . ." Captain Stacy mumbled.

Flash, however, was sneaking through the stadium, and overheard the captain on another officer's radio. He listened in on their conversation and immediately went into action.

He ran down the stadium halls and saw a glimmer of light coming from another hall. The security room would be the only room that he didn't shut off. Flash hooked a right and reached the security door.

Meanwhile, down on the stage, Stacy continued to trade off chatter with Myers.

"I don't really see how this is home field advantage. It's hard for you to see as well."

"Stacy, Stacy . . . in all of my years down in Australia, I practiced my boomerangs during the day . . . and hunted at night."

Suddenly, his voice began to come from another direction. George Stacy kept his head on a swivel as the maniac kept talking.

"My senses have adapted to the dark to the point where I can practically sense something in front of me. I've hunted everything from rabbits to kangaroos with these weapons . . ." His voice shifted again, ". . . and now I've got a nervous cop in my sights.

Back in the security room, Flash entered slowly. Immediately he knew he was in the right place when several bodies lay on the floor all the way down to the computers. He saw the shadow of a man sitting at the desk, watching the security feed. Due to the night vision on the computer, he could easily see Stacy hiding out behind the speaker. All he had to do was tell Myers where to go.

Flash looked to his left and took a fire extinguisher off the wall; he softly stepped toward the man doing the behind the scenes work.

"Okay Myers, just take a few more steps to your right, and then . . ." the man whispered through his comlink.

"Not so fast." Flash interrupted.

The man at the computer quickly turned around. He was somewhat old, proven by his balding head and wrinkles. He wore glasses and was scared to death to see the person standing there.

"How did you get . . ." the man started to ask, but before Flash could even take a good look at the man, he hit him on the head with the extinguisher, knocking him out cold.

He ran to the computers quickly, looking for some kind of button for the lights. When he looked on screen, Myers was approaching Stacy.

"Come on . . . come on . . ." Flash murmured to himself.

Finally he stumbled upon the lighting switches and cranked them all up.

**The Stage**

". . . and now I've got a nervous cop in my sights." Myers said as he approached the Captain, holding his boomerang as a sword. He listened for his guide's next words, but heard none.

"Phineas . . ." He whispered, "Phineas . . ."

Suddenly, the lights flashed on, and Myers was blinded. Captain Stacy was shook by the immediate change, but was still able to see Myers just a couple of yards away from him. Stacy quickly took this opportunity to tackle him down to the ground, and cuff him before his could regain his sense of vision.

"Mason! You son of a . . ." he was cut off quickly by Stacy who told him to shut up.

Captain Stacy's radio began to go off, "Captain?" It was Jean Dewolffe, making sure the arrest went okay.

"Dewolffe, Myers is contained, and as I can see, you've done an excellent job clearing out the stadium, just a few more remain."

"Thank you, Captain, I will send two officers to take Myers off your hands." Dewolffe responded.

"Okay, who was the person who turned the lights on?" Captain asked.

"Actually, Captain, you're never gonna believe who it was." Dewolffe responded.

**Outside MSG, minutes later . . .**

George Stacy stood by Flash Thompson as they watched the officers put Fred Myers and Phineas Mason into their cars.

"Looks like Myers wasn't the great hunter he said he was."

"I guess not." Flash said with a small laugh under it.

"Flash, I have to commemorate you for what you did tonight."

"I know you told me to stay outside, but I had friends in there, and I wasn't going to stand back and wait."

"I know, and I'm glad you didn't. But even though you were a little stubborn about it, you showed perseverance, and a motive to do the right thing. I honor you for that, especially at your age. The police force could use someone like you." Stacy said, putting his hand on Flash's shoulder.

Soon enough Gwen and Liz came running up.

"Daddy!" Gwen shouted out as she leaped into his arms.

"Gwen . . . I'm so glad you're safe!" He said to her as he hugged her back.

"I'm glad you're okay!" She said in return.

"Well, I have your friend Flash to thank for that." Stacy said, smiling, "He really was the true hero for tonight. He called me, worried about his friends. He broke a few orders, but it ended up doing good in the end."

"Flash Thompson – you can't even do good without breaking the rules." Gwen said jokingly.

"Hey, whatever works right?" He said with a smirk on his face. After a moment, he turned and looked at Liz. She was curled up in a jacket, probably still scared from the whole event.

Gwen decided to break the few moments of awkward silence, "Well, I should probably take Sha Shan back home, her parents are probably worried about her, I don't think she has a cell phone."

"No way, Miss Stacy, after tonight, I think I'll be taking you three girls and Flash home." Captain Stacy said.

Gwen smiled before her father put his arm around her shoulder, and walked her away, leaving Flash and Liz to themselves. Liz kept her head down most of the time, not really knowing how to respond.

"Nice job, Flash . . ." she said.

"It was nothing . . ." He replied simply, "so . . . just curious, I mean the phone call . . ."

"Don't . . ." Liz interrupted, "Listen, it's been a long night, I'm just going to go home, I'll . . . I'll talk to you later . . ."

Flash nodded in respect to her, "Okay . . . bye."

Liz turned and walked away, cuddling under her jacket as if it was winter.

**Parker Household**

It was late. Aunt May was already fast asleep in her bedroom. Peter had to sneak through the front door and upstairs once again. He was already grounded, if Aunt May found out he was out, he was bound to get a worse punishment.

Once he reached his room. He closed his door silently, took off his shirt, and fell back on his bed with a huge smile on his face.

_Yes! This is so awesome . . . the weekend is here! I have that stupid test at school on a Saturday due to stupid Octavius' schedule, but after that, it's all me and Mary Jane Watson._

_Yeah, I called her on the way home, and asked her out. I'm not very fond of blind dates, but Aunt May really wants to hook me up with her obviously. Sometimes I think she's trying to marry me off._

_Nah, she's been friends with her Aunt Anna for years. She's actually mentioned Mary Jane a couple times, I never really took attention to it until now where she decided to play matchmaker. Well, least I could do is trust her judgment._

_Besides . . . it looks like Gwen ain't going to be coming around anytime soon, so I might has well take advantage of this opportunity. She did go to that concert tonight in downtown New York. I wonder if she enjoyed it._

_Plus there were those two freaks that were fighting. I know Vulture. He was Adrian Toomes wanting revenge on Harry's father. I feel so bad for Harry being caught up in this whole thing. But I really want to know what's up with the other Goblin guy. He had a nice taste in character. I mean between the devil-like appearance and joker-like laugh . . . but for real, his appearance was almost too much of a coincidence. I wonder what he has to do with this._

_Man, I'm so tired . . . and so glad that Aunt May didn't catch me sneaking out . . ._

* * *

**THE NEXT DAY**

**Empire State University**

Nobody liked coming in on a Saturday, especially for a difficult test such as Octavius'. Half the students didn't even get a chance to study. But due to Octavius' rules, you had better show up for the test or it could seriously hurt your grade.

Peter entered the lobby and was surprised with all the excitement going on. He walked over to Liz, Gwen, and Flash immediately who were sitting down on the left wall of the lobby. Liz and Flash sat on opposite sides of a couch, while Gwen sat on the other couch. He could feel the tension between them all. They were the only three in the room who weren't talking.

"Guys, I heard about what happened at the stadium this morning. My aunt told me. Are you guys all right?" Peter said, worrying about his friends.

"Yeah we're alright, Peter, just still taking it all in." Gwen said, scooting over on the couch, inviting Peter to sit down by her. However, his attention shifted to the Daily Bugle newspaper lying on the table.

"No way . . ." Peter said to himself.

Gwen showed disappointment in her face as Peter didn't even notice her. He didn't mean to though, but he was pretty upset from what he saw in the paper.

"They published it!" He said aloud to himself.

"What?" Liz said quietly, showing she had been deep in thought.

"You know the big hole in the wall over there?" Peter asked.

Liz looked back and saw a half repaired wall with caution tape and cones around it, which were used to refrain students from touching the wall.

"Yeah, what about it?" she asked.

"Here's how it got there." Peter said as he handed her the newspaper, "Page 3, second paragraph."

Liz read it out loud, "ESU's Reptilian Rampage by Eddie Brock"

"Reptiles?" Flash said, leaning in to try and read the paper.

"Continue . . ." Peter said, clearly upset with it.

"Earlier this week, there was a disturbance at the college of Empire State University. A lot of people had questions on what really happened that night. It has turned out that Dr. Curtis Connors, a leading scientist with an amputated right arm, was experimenting with reptilian DNA. Not having anything to test on, he experimented on himself. The DNA reacted with his body in a way that it turned him into a giant size reptile.

The reptile was subdued partly thanks to the untimely help of Spider-Man. What really scared the Lizard away was the wall of cops that showed up on the scene. It later ran into the subway where citizens say it was hit by a train. No one knows how Dr. Connors survived the hit, but he is safely back in his apartment for now. Spider-Man's interference is still being looked in to, and what ESU's fate after this event is a mystery."

Liz ended on the period.

"Dr. Connors?" Gwen said in surprise.

"I can't believe it." Liz said.

"What is ESU's fate after this event? Really? I wonder what?" Shouted Warren as he walked through the lobby with Dr. Octavius.

"Apparently Warren isn't taking this reveal too well . . ." Flash said.

"No doubt . . ." Peter said.

"How did you know about Connors?" Gwen asked.

"I work at the Bugle. I heard that Brock had picked something up on this and I didn't want him to publish it because I knew it would give ESU and Connors a bad name."

"Yeah, but Connors destroyed school property, doesn't he deserve some blame?" Flash asked.

"Well, yeah, but ESU shouldn't be held accountable for one mistake by a scientist." Peter responded, "I mean everyone makes mistakes, especially in the science world. Success never comes without a few failures."

Octavius then caught the attention of the crowd, "Class, Please begin filling in your seats in my room, we will begin testing in five minutes."

"Oh great . . ." Flash said as he stood up and followed everyone into the classroom, "We're all going to fail this stupid test."

As Liz stood up, she winked and flashed Gwen a smile before she converged herself with the crowd.

Gwen knew exactly what Liz was referring too, and knew she had a quick decision to make. As the crowd shuffled out of the room, Gwen made her decision.

"Peter!" Gwen said, as Peter was beginning to follow the crowd.

"Yeah, Gwen?" He turned and responded.

"Hey Pete, um . . . you know, after the whole concert thing last night . . . It really made me think."

"About what? Are you okay?" Peter asked, caring for his friend.

"Yeah, at least, as fine as I'm going to be, but . . . while I was in that stadium. I was afraid. I had so many things going through my head. Things I want to accomplish, all the friends I have and well, I guess my life flashed before my eyes in a way.

Peter continued to listen to Gwen; this was obviously something that was important to her.

"But . . . of all those things, there was one thing that constantly kept going through my head, no matter what I went to, my mind returned to one thing . . ."

"What?" Peter asked.

"You . . ." Gwen said with a quiver in her voice, showing her nervousness.

Peter's eyes widened with astonishment. However, on the inside, he felt a punch to his gut that made him feel sick.

"Me?"

"Yes . . . I know I denied the fact that I was looking for someone, but I think now I was just hiding in my past, but now . . . I'm ready to move on, and you're the person I want to move on with."

Peter was still in amazement. He couldn't believe what he was hearing. It was something he has wanted to hear ever since his first day at Empire State.

"So, Peter . . . what do you say?" Gwen asked.

**Next Chapter: Just Business, Part 3**


	13. Chapter 13: Just Business, Part 3

****

**The Marvelous Spider-Man**

**Chapter 13: "Just Business, Part 3"**

**Previously . . .**

The World of Spider-Man is getting crazier and crazier by the minute. Peter was able to catch up with the Vulture even without his web shooters. However, when he caught up with him, his rescue was cut short by the Green Goblin, a crazed maniac on a glider who was aiming for Toomes. This allowed Spider-Man and Harry time to escape, but not before Spider-Man placed a tracer on Vulture's foot. Harry now is in a tight spot between his father and the Vulture.

Captain George Stacy and Flash also had an interesting night with Fred Myers, aka the Boomerang. In a blacked out stadium, Fred had Stacy cornered, until Flash saved the day with a knockout on Myers' sidekick, Phineas Mason. The rescue granted him the gratitude of Gwen's father and Gwen herself. But it has caused an awkward situation between Liz and Flash.

That night, Peter revealed that he called Mary Jane and asked her out. Thanks to Octavius, the date won't be the only thing he's doing on a Saturday. As he scheduled a test on a weekend due to his schedule, this caused his class to come in on a weekend. While there, however, Peter and the gang read out an article that Eddie Brock released, destroying Connors' reputation and questioning the future of the ESU. Peter now is quite upset with the Bugle. Speaking of which, Robbie is in charge of for a week, due to Jameson's vacation. But while it's good for the Bugle, is it good for him?

**And then . . . **

"But . . . of all those things, there was one thing that constantly kept going through my head, no matter what I went to, my mind returned to one thing . . ." Gwen said.

"What?" Peter asked.

"You . . ." Gwen said with a quiver in her voice, showing her nervousness.

"Me?" Peter responded.

"Yes . . . I know I denied the fact that I was looking for someone, but I think now I was just hiding in my past, but now . . . I'm ready to move on, and you're the person I want to move on with."

"So, Peter . . . what do you say?" Gwen asked.

**

* * *

**

And Now . . .

**ESU, After Class**

"Gwen . . ." Peter said as he chased Gwen down the halls of ESU as she headed out the door. Her eyes were watery as the long walk out to the streets finally ended.

"Gwen, please." Peter said again, catching up with her.

"I'm sorry, I should've never even . . ." Gwen responded, going over what happened.

"No, it's not your fault; it was all just bad timing." Peter tried to make light of the situation.

"I know . . . I just . . . I know." Gwen said looking toward the ground.

"Gwen, listen, you know how I've felt about you, it's just . . . and the opportunity came up and . . ."

"I know, Peter, I was too late." Gwen said as the cab pulled up.

"Listen, I'll call you later, maybe we can go to a movie or . . ." Peter said to her as she got into the cab.

"No, that . . . that would probably only make it worse . . . just go have fun on your date, Peter, really."

"But . . ." Peter stumbled, not knowing how to respond in this very awkward moment.

The taxi cab drove away from the sidewalk, leaving Peter alone on the streets.

"I want to be the one you move on with." He said to himself.

He walked back to Empire State University, and sat on the bench just outside the school. He rested his head on his hand, and took everything in.

Moments later, Liz walked out and saw Peter in the state he was in. She approached him in a friendly manner, "Hey Petey, you okay?"

"Gwen asked me out . . ." He said.

"Oh, really?" She asked him, but she was literally burning with joy on the inside.

"Yeah . . . except, I already had a date for tonight, and now I'm not really sure how the connection between us will be from now on."

Liz's excitement went down dramatically. She had waited for weeks before Gwen finally made a move, and she was turned down.

"What? With who?"

"Mary Jane Watson."

"Who?"

"The daughter of my Aunt's friend. I guess she has great looks and personality and all that good stuff."

"And you turned Gwen down for her?"

"I had already made plans, I couldn't break them off. Plus we've been really hitting it off on our phone conversations."

"Phone conversations? Have you ever even met her?"

"Well, no, not officially, but . . ."

"Peter, listen, you helped me when I was having a hard time with Flash, now it's time that I help you." She said, sitting down next to him on the bench almost being too forward.

"Now, who do you think you would have a better chance with, Gwen, a beautiful model who you've known for almost a month and has been your best friend ever since you started at ESU, or this Mary Jane chick who you've never even seen and only talked to a few times in the past few days?" Liz asked

Peter didn't know how to respond. He didn't really want to respond. He's liked Gwen ever since the very first day of his classes. Now she finally comes around to him and he shoves her off. However, he has already made plans with Mary Jane, who he's really enjoyed talking to for the past two days.

Their conversation was then interrupted by a crowd of people who emerged from the ESU front doors. They all crowded around Flash Thompson, who had this smirk on his proud face.

"Just when you think people change . . ." Liz said, immediately changing the topic.

"What's everyone making a big deal about?" Peter asked.

"Oh Flash made a heroic move last night at the Garden, and now I guess he wants the fame for it."

"Yeah, that's Flash for ya. Remember when he won the championship for Midtown High last year?"

"We didn't hear the end of it . . ." Liz finished.

"Well, I have to get the Bugle, I don't want to get chewed out again for being late or absent."

"Okay and Pete . . ." Liz started, Peter turned to face her as he stood up, "think about what I said. Gwen's a great girl, and I hate to see her hurting."

Peter showed concern on his face and nodded his head. He then walked past the crowd of people clogging up the sidewalk, heading for the Daily Bugle. After a few feet of walking, he slipped into an alley, and into his ripped up costume, this time with his web shooters to help him with travel. He crawled up onto the building, and slipped on a red ski mask – Due to his other mask being torn, he had to find a substitute for now – he then began swinging toward his destination.

_Man, it feels so good to have these web shooters. Amazing what one night can do to ya. However, this tacky red mask is really itchy; I should take time to fix my costume up soon. I can't waste time though; I still have to track down Vulture._

_Maybe I should try and do a little bird hunting after work. I hope he still has that tracker on him. I lost the signal when I got home and picked up my shooters. I should also make sure Harry got home safely last night. He didn't come to ESU this morning, and now has a big downgrade on his test._

_And what's the deal with Flash? He does one good deed and is rewarded big time for it. How many good deeds have I done and received credit for it? _

_Whoa, Wall-Crawler, no need to be jealous. I mean, can Flash to the amazing things you can do? No, plus does he have a date tonight with an actress? No!_

_. . . But . . ._

_What about Gwen. No, I already made a date with Mary Jane, I have to keep that. But I know Gwen, and I actually feel strongly about her. Why would I move her over for some blind date? Because it's important to Aunt May? She doesn't know how I feel about Gwen._

_Okay, my head is getting crowded, one issue at a time . . . starting with Eddie Brock._

**

* * *

**

Daily Bugle

Peter exited the elevator, still receiving a shock every time he walks through into Bugle offices and sees everything working smoothly. He walked over to Robbie Robertson, who was busy filing out papers and current editorials.

"Mr. Robertson."

"Yes, Parker, glad you're here, do you have any pictures from the fight last night?"

"Fight?"

"Yes, word is two flying costumed freaks decided to duke it out at the old Toomes Tower, do you have any pictures for tomorrow's paper?"

"Um . . . no." Peter answered in shame.

"I didn't think so. Brock, you're on." Robbie yelled out.

"Great boss! I'll get my stuff, and be on my way in a few minutes." Eddie responded.

Peter was once again upset. Eddie Brock had been taking over his job slowly, but surely. He's been doing it in a cheap way too. First he lied about the Chameleon ordeal to get on Jonah's good side. Then he ratted out Dr. Connors to get a good storyline and get on Robbie's side. Both times, he made Spider-Man look like the bad guy.

"Brock." Peter yelled out, as Eddie began to grab his photo bag and jacket.

"I gotta say you have quite a way with your bosses." Peter said to him.

"Well, I do what they need me to, unlike the slacker standing in front of me." Eddie responded.

"You're a joke, Eddie; you faked the whole Chameleon incident and then ripped off one of the greatest scientists and colleges in the nation." Peter accused.

"Chameleon? Parker, that was ages ago, quit living in the past, it's over, no one would care if I did lie about it, and just because your poor doctor was stupid enough to turn himself into a dinosaur is not my problem, I just report the facts." Eddie stated.

"You don't even have proof that Connors was Lizard." Peter defended his friend.

"Proof? I listened in on his wife talking to our so-called superhero, and when I needed more info, a student was able to fill me in on the more important details."

"No student would rat out the doctor like that."

"Well this one did."

"Who was he?" Peter asked in curiosity.

"Why does it matter? The story's out."

"What was his name? What did he look like?" Peter continued to ask Eddie.

"Sheesh, Parker, I don't remember his name; he looked like he belonged in a horror movie playing the role in a biker gang though."

"Morbius?"

"Yeah, that was him . . . not that it matters now." He said, shoving his shoulder into Peter's as he walked by, "Now if you'll excuse me, I have another case to get on."

_Damn troublemakers . . ._

_Well, at least if I can catch up with ol' bird brain later, maybe I could get some pictures in before tomorrow. That would hopefully make Robertson a happy camper. He's changed since he's taken over. For once I can say, "I miss Jameson."_

**

* * *

**

Last Night – Osborn's Mansion

Harry walked in through the front door. The sleeves of his jacket were ripped in several places as if he was attacked by a flock of birds. His hair was full of dust, and his shirt had black marks scattered on it from the explosion. His hair was messed up, and there was a bruise on his cheek.

"Dad?" He said, throwing his jacket on the ground, "Dad, I'm home."

He walked further into the living room slowly, trying to keep pace with his tired body. He looked to the left and right, searching for his dad.

"I thought he said he'd be home tonight." Harry said to himself.

He walked over to the couch, just about to fall back, when a sudden, menacing sound caused his heart and body to jump. Harry's adrenaline suddenly overshadowed his tired and defeated look.

After moments of silence, Harry decided to whisper, "Dad?"

Harry already dealt with an attack from Vulture, maybe he was just hearing things. It didn't help that the broken patio glass continued to remind him of the moment. It caused him to shiver just thinking about it.

He kept thinking maybe this was all in his head. He then hoped that the near death experience didn't cause him to have the same symptoms as his dad. A few moments passed and Harry heard the same menacing sound. He couldn't tell if it was a laugh, a grunt, or what. But it sounded dangerous, and something you'd hear off of a Freddy Kruger movie.

"Dad?" He said quietly.

He decided to quietly walk up the stairs and check out the disturbance. As he closed in, the sound was more distinct. It was clearly a laugh. He reached the top hallway, which contained three doors. He opened the first door, which was his bedroom. He took a quick peek and made sure nothing was out of order.

The next door was his dad's office. He was a little hesitant to enter since it was the room that held all of Norman's records and possessions. Also because the last time he was in his office he found, and deleted a dangerous message.

He turned the door handle slowly, and peeked through before fully opening the door. He saw nothing, so he opened it fully, and things were not the same. Papers were thrown over the office, his desk was a mess, and the window was open. Norman never did like open windows in New York, no matter how high on the building he was.

Harry stood and stared in the office, assuming someone was in the house looking for something. As Harry stared into the office, he noticed a shadow passing in front of him. He knew for sure someone was behind him.

He turned around quickly and saw his father. He had shaving cream on one half of his face while wearing a wife-beater and sweatpants.

"What are you doing in here?" Norman said strictly.

"Dad, you scared me . . ." Harry said, leaning back against the open door.

"Harry, why are you in my office, and what happened to you?"

"I was kidnapped by Toomes and . . ."

"Toomes! Adrian? He was here? Did he hurt you?" Norman asked as a protective father would.

"Briefly, he flew through the patio window and grabbed me."

"That would explain the glass on the floor, did he hurt you? You look hurt."

"Well, I felt a little pain from the explosion, but he didn't hurt me, no." Harry said.

"Explosion?" Norman asked.

"Yeah, I don't know what happened, I was blacked out through the whole thing, and Spider-Man was there."

"He was?" Norman responded with more of a surprise this time.

"Yeah."

"Huh . . ." Norman thought over for a minute, while Harry looked back into his office.

"So what happened in your office?" Harry asked, "I've never seen a place of yours so unorganized."

Norman walked in the office, and closed the window, "The wind must've blown all these papers."

"Okay, well, I'm going to go to bed, I'm not sure if I'll be taking that test at ESU tomorrow." Harry said, "I'm really not feeling well."

"That's fine son." He answered quickly as if he had other things on his mind.

Norman picked up the papers on the ground, while Harry stood in the doorway, "Well, goodnight."

Norman didn't answer; he straightened up the papers on his desk, as Harry walked into his bedroom, upset with the lack of response from his father.

Norman peered out into the hallway with an ominous look. He made sure Harry closed his bedroom door, and went back into the bathroom, through the third door of the hallway.

Norman pounded both of his fists on the sink, shaking the objects on the counter, and almost putting a dent in the desk itself.

"Spider-Man was there . . ." Norman said.

"_**This does not change anything." **_A threatening voice responded.

Norman looked up into the mirror, "What do you mean? It changes everything! There was a witness to the fight, and now he had a good look at me."

"_**No! He had a good look at me! You were hidden behind the mask.**_"

"He still knows about the Goblin! Maybe this was a bad idea."

"_**A Bad IDEA?"**_ _**Norman laughed," If it wasn't for me, your son would not be in that room right now."**_

Norman stared into the mirror, thinking over the several events that have happened.

"_**Norman, Norman . . . You have to realize all that is going on. Toomes is out for revenge. When he first attacked, I was born, and thanks to Project Green, everything will go according to plan . . ."**_

**

* * *

**

Some Time ago . . .

Norman sat inside a large OsCorp laboratory. Dr. Mendel Stromm was working on a giant computer. Norman was watching old security footage. The video revealed Harry going through a few of his papers, and listening to the message on the phone.

"Osborn . . . interesting the way things turn out isn't it? The way you betrayed me and I lose everything. And now you receive two major grants from two major companies, and I receive nothing?" Toomes continued, "There once was a saying, you live with the vultures, you become a vulture . . . Well, I'm rephrasing that a little – You live with the vultures, Osborn, you DIE by the vultures. It's time for the dictator . . . to fall."

He then watched Harry delete the message.

"It was Toomes." Norman said aloud.

"What sir?" Stromm asked from across the room.

"It was Toomes! He's the one who broke into OsCorp and stole the test glider's anti-gravity plans! And he's going to use them to attack me and my son."

"How do you know sir?"

"Security footage reveals his message to me. He mentioned the vulture. There's not a doubt in my mind that Toomes would use the technology to create his own flight suit." Norman stood up from his chair, "The old bird's too predictable. _**It's just a shame he doesn't know what's about to come his way."**_

"But sir, I don't think we're ready, Project Green has only been around for a month. We've had no time for testing and who knows of the consequences!" Stromm shared his thoughts.

"This is the test . . . is everything prepared?" Norman said as he took off his shirt.

"Yes, Mr. Osborn, but I really don't think that this is . . ." Stromm continued to plead with him.

Norman interrupted and closed in on Stromm, "_**Stromm, this is no longer in question, start up the machine, or I'll do it myself."**_

Stromm swallowed nervously and reluctantly nodded to Osborn's requests.

Osborn walked into the sealed off room. The walls were all white and there was one light on the ceiling. The only thing on the walls was a black two-way mirror, so that Stromm could see the effects, but Norman couldn't see him.

"Are you sure about this sir?" Stromm continued to worry.

"_**Hit the switch!"**_ Norman yelled.

**Back at the Osborn's, last Night . . . **

_**Now we stricken fear into those who tried to control you, and now you have the power. After all, that's what it's about right? Power? Without power, you wouldn't have the business you have; you wouldn't have the son you have. **_

"What do we do know?"

_**We wait for Toomes to strike, and then we finish him off.**_

"We kill him?" Norman asked.

"_**We kill him!" Norman laughed manically.**_

**

* * *

**

**Present, Toomes Tower**

Eddie Brock arrived at the old Toomes Tower. He took an elevator in the back of the building to reach the top floor. Once he stepped out of the elevator, he could feel the wind. He walked along the rubble, trying to find something to record other than a giant bomb that came through the window, blowing the whole wall to pieces.

As he took pictures of the debris, he noticed something colored sticking out of the rubble.

"Well what do we have here?"

Eddie walked over and picked up half of a mask. The mask that was blown off of Spider-Man during the explosion.

"Finally, I have the clue that will make Jameson do cartwheels, when he gets back at least. That's all I need, something to prove Spider-Man is the villain around here, and I'll be higher than Robbie."

**

* * *

**

Meanwhile, OsCorp

Norman Osborn sat in his office at OsCorp. Across from him on the other side of his desk, sitting in a chair, was a middle-aged man. His brown hair was turning grey on his sideburns as well as his facial hair. His face was thinner than the average, and he was somewhat tall. He wore glasses, and adjusted them frequently due to them being somewhat big.

"I have to say, Mr. Smythe, your robotics are very impressive." Osborn stated.

"Thank you, Mr. Osborn, I am glad you approve. Ever since I was a child I enjoyed building things. To be able to create a bigger and better line of technology that exists today is a blessing, and I thank God every day for the abilities he has given me, as well as my son."

"You have a son?" Osborn asked.

"Yes, Alistair, he's had a very different life. It's been somewhat of a struggle. His mother died after he was born, and the doctor told me that his legs never fully developed. He has been in a wheelchair all his life."

"I'm very sorry, Smythe."

"It's good, I understand the trials that God has put me through, and I thank him for helping me and my son pull through them."

"I see you are a very spiritual man, Spencer, I can respect that."

"Thank you, Mr. Osborn, yes, I was born into a church-going family, I was practically raised in the church, and now I raised my own child."

"How old is he?"

"Twenty-two."

"I'd love to meet the young man, if he takes after you in anyway, it would be a real pleasure."

"Thank you, Mr. Osborn."

"But, Of course."

**OsCorp Entrance**

Harry walked in through the front door, and up to his father's secretary.

"Hey Sally, is my dad in?" Harry asked, his face still somewhat bruised from last night.

"Actually, he's in a meeting with Mr. Smythe right now, he should be finished soon."

"No, that's all right, I just wanted to talk with him about something, but it can wait." Harry said, disappointed.

"Okay . . ." Sally said, as Harry turned to walk out the door.

Harry opened the door to exit OsCorp. He held his head down low, and noticed a shadow that quickly casted over him before disappearing. He looked up to the sky and caught a quick glimpse of something that rounded the corner of the building.

"No . . ." Harry said to himself.

He rounded the corner quickly and saw what he feared. The Vulture was back. He perched himself on the building across from OsCorp, holding something in his hand.

"Toomes!" Harry said to himself.

Using all his might, he ran back around the building and back into OsCorp. He busted through the closed door of Norman's office, surprising both his father and Spencer.

"Harry? What do you think you're doing? Can't you see . . ."

"DAD! It's Toomes, he's . . ." Harry is interrupted by the sudden quake.

"What was that?" Spencer asked.

Norman kept a bold look on his face, knowing exactly what was going on.

"Dad?" Harry said aloud, as Norman kept a stern look on his face.

Norman immediately walked out of the office, not really caring about Harry or Spencer.

"Dad? Where are you going?" Harry yelled out.

"Stay in here, both of you!" Norman commanded them.

Norman walked through OsCorp, heading in the direction where all the scientists were running from. He pushed his way through the crowd of people, and entered the lab. The whole place was filled with the smoke that originated from the few things on fire.

"Toomes?" Norman yelled out, now being the only one in the destroyed lab.

The smoke began to clear and Norman was able to spot a figure flying through a hole in the ceiling.

"I knew this would be your doing, I hope you plan on paying for repairs." Norman said sarcastically.

Vulture didn't want any of it. He walked toward Norman, and grabbed him by the collar. He pounded him against the wall, lifting him off the ground slightly.

"Shut up, Osborn . . . I know you sent the green costumed assassin after me. You know me quite well, Norman, and I know you, and I know you aren't the type to hire a killer. So, really? I kidnap your son, and you're not even man enough to come save him yourself" Vulture continued, "I thought you loved him, but apparently the kid's not the key to drawing you out. So what is, Norman? Your company? Your inventions? What is it that fuels your hatred for me? How about if I killed him right now?

"You don't have the guts."

Vulture pulled out a small trigger, and clicked the button. Suddenly, an explosion could be heard near the front of the building.

"**You son of a . . ."**

"That's more like it. Bring out that other side of you. I want to see it. I'm tired of fighting you with business. It's time that you give me what's mine. I lost my business; you lost your son, is it even now?"

Quickly, **Norman** grabs Vulture's wrists and pulls them off of his collar. He tosses Vulture to the ground, and gains the upper hand.

"You'll never get it, will you? No matter what, I will always be stronger than you."

Norman then turned around, and walked out of the lab, leaving Vulture on the ground.

"What? You're not going to fight?"

"You're not worth it." Osborn responded.

"You arrogant . . . irritating . . . OSBORN!" Vulture yelled out in frustration.

He had been disrespected by Norman in every way possible. He had stolen Norman's anti gravity research, and now he had overpowered him in a small fight, and walked away like he was trash.

Norman covered his face with the sleeve of his right arm as he fought through the smoke and dust. People were clearing out of the building while Norman tried to reach his office. As he approached his office, the smoke started to become darker and darker. He knew he had to act fast. He opened the door, and barely saw Harry and Spencer. They were trapped under the collapsed ceiling, and surrounded by fire and smoke.

"Harry!" Norman yelled out, but received no response.

He dived into the smoke and heat, throwing a chair out of his way. With all his strength, he began to lift the debris off of Harry. However, he heard someone coughing on the opposite side of the room, a few feet away.

"Smythe."

"Nor . . ." Smythe coughed, "Norman . . ."

Norman himself was beginning to feel week from all the fire. Any normal human would have fainted or suffocated by now. Spencer was barely alive himself, but being trapped on the ground saved him from breathing in a majority of the smoke that Norman was.

Norman continued to lift, using his extra strength, he began to make progress. Suddenly, however, the lift was twice as easy. To his surprise, Spider-Man was right beside him, helping him lift the debris off of Harry.

"Get him outta here! I'll get the old man." Spider-Man yelled out to Norman, who immediately grabbed his son, and carried him out of the building."

"Don't risk your life . . ." Smythe coughed, "For me . . ." he said to Spider-Man.

"Nonsense, you're getting out of here with me." Spider-Man said.

Spider-Man completely lifted and threw the ceiling flat off of Smythe. He picked him up, threw him over his shoulder, and Spider-Man exited out of the giant opening above them.

As Spider-Man exited OsCorp, ambulances and fire trucks had already gathered around. He handed over Spencer to the paramedics. Spencer grabbed Spider-Man's hand, and held it tight.

"I hope you know, you are a great person for doing the things you do." Smythe took a second to cough, "I could never repay you for saving my life."

The paramedics put Smythe in the back of the ambulance. Spider-Man just stood and watched as he smiled, and then laid his head back.

Spider-Man had never had anyone generously thank him for something like that. It caused him to think about the day his Uncle Ben had died. He held his hand before he died in his arms. It was a heartfelt moment for Peter.

He looked over to the right, and saw Harry being put into an ambulance. Norman watched over from a few feet back, holding his hand up to his chin as if he was pondering something deeply.

Spider-Man approached Norman, "You know what you did in there. In the midst of a fire . . . That was great."

Norman looked at Spider-Man with a disgusted face, "You don't think I'd risk my life for my son?"

"No, I . . ."

"I did what I had to do." Norman said.

Spider-Man nodded his head, "Let me know if he gets better." and then shot a web line up to the roof of the other side of OsCorp. He looked to his left as he saw the firefighters slowly putting out the fire.

"Oh, Harry . . . This situation with his father has almost got him killed twice. I can't sit back any longer and wait for Norman to handle this. It's time I step in. He pulled out his cell phone just in time to get the signal of the spider tracer he placed on Vulture last night. He looked behind him just in time to see Vulture corner a building.

"So, my assumption was right." Spider-Man says to himself as he latches a web onto a nearby building.

**

* * *

**

Stacy Household

Gwen sat on her bed with the look of despair on her face. It has been a distressing week for her, and a denial by Peter didn't help the cause. After the whole stadium affair, she realized from the danger that she had to stop living in a way that past instances affect her future. Its one thing to learn from your mistakes, but it's another thing to not take any more risks because you're afraid of them.

However, she was too late. Peter had already made a date with another woman. She realized the mistake she made by waiting too long and now she was afraid that there was no going back. Her pondering quickly ended when she heard a knock on her closed bedroom door.

"Yeah?" Gwen answered.

"It's your dad, can I come in?" George Stacy answered.

"Yeah." Gwen stated, wiping her eyes free of a few tears.

George opened the door, and sat down on her bed adjacent to her.

"Listen, I don't know how to tell you this, but your friend, Harry . . . he's in the hospital right now."

"What?" Gwen responded immediately.

"There was an explosion at OsCorp, and Harry was caught in the blast, along with another older man. I have a squad ready to investigate now."

"Is he okay?" Gwen asked, worried for her friend.

"He's doing fine for now is what I heard. I'm going to drop you off there before I head over to OsCorp."

"You'd do that?" Gwen asked.

"Yes, of course I would, but we need to be quick, I want to get over there as soon as possible."

"Sure, sure . . ." Gwen said as she quickly jumped off her bed to grab her shoes and a jacket.

"Sweetie, is everything all right? You seemed kind of upset."

Gwen nodded her head, signaling that there was something wrong, "Let's just say some things just don't go as you plan them . . ."

"Ah, is this about a boy?" George asked, already understanding where she was getting at.

"Listen, Gwen, I don't know the situation, but if he's even somewhat into you, you shouldn't give up. The thing about men is . . . we're complicated." George said to Gwen.

"You're telling me . . . and you're always complaining about us." Gwen smiled.

"Well, yes, but if I had a son, this speech would be a little longer than just 'complicated'" George joked.

Gwen smiled, while George quickly cut off the moment, "Come on, we have to go."

**

* * *

**

Manhattan

"Leave me alone, you pest!" Vulture screamed as he threw two blades at Spider-Man, who dodged them both.

"Sorry, I need to put a stop to your madness." Spider-Man responded as he continued to chase the old man around the city.

"It's not me you want, it's Osborn! He caused it all!" Vulture yelled, trying to gain enough speed to escape.

"Tell that to the blown up OsCorp laboratory!" Spider-Man yelled out as he finally came within attacking distance of Toomes.

Spider-Man slung himself toward the Vulture, who turned around just in time to receive a punch from the web slinger.

"Leave me alone!" Adrian screamed as he swung at Spider-Man. But his quickness was much greater than Spider-Man's, who changed his course in the air. He shot a web at a nearby building to balance himself. He then swung from his web to circle around the hovering Vulture.

He swung in a full circle, landing a kick right in the back of Vulture. The impact sent an unsuspecting Vulture flying toward a low building. He landed hard on the roof, shattering certain parts of his lightweight, metal wings.

He looked behind him and saw Spider-Man swinging toward him.

"This bug is out for my blood." He said to himself in a cowardly voice, "I have to get out of here."

He stood up, and ran toward the edge of the building. He was able to fly for a few meters before his wings began to fall apart from the fall he took moments ago. As he hovered in the air, witnessing his inability to move at all, he realized he had been beaten.

"No! Why!" Vulture screamed.

Spider-Man tackled him in the air and the weight of Spider-Man and Toomes caused the device slowly carried them to the ground.

"Ladies and gentlemen, please fasten your seatbelts; we have to make an emergency landing." Spider-Man said in a deep voice.

Vulture turned his head in confusion.

"I've always wanted to be a pilot." Spider-Man said.

**

* * *

**

Midtown Hospital – Sometime Later

Gwen stood by Harry's bed in the hospital. He had multiple burn marks and lacerations on his body. He was asleep for now. Gwen continued to watch over him though, with a worried look on her face. She heard a knock on the door to his room. She turned her head and the person that caused her to budge uncomfortably.

"Hey Gwen . . ." Peter said, breaking the silence.

"Hi, Peter." She said quietly as he entered the room.

"How's he doing?" He asked.

"Doctor said he has two cracked ribs from being crushed under the debris."

"My god . . . I feel so bad for him." Peter said.

"Me too." Gwen said.

"I mean, he's been through so much over the last few days, between his father and . . ." Peter was suddenly interrupted by the moaning of an injured friend.

"unnnhhh, Peter? Is that you?" Harry said, recognizing the voice.

"Yeah, buddy, how you feeling." He asked his hurt friend.

"I feel like I was hit by a train." Harry said, trying to keep his eyes open.

"The doctor said not to move too much, I'll tell him you're awake now." Gwen said, leaving the room shortly after.

"Thanks, Gwen . . ." Harry moaned.

"Hey man, I'm so sorry about this whole thing." Peter said.

"Nah, bro, it ain't your fault . . . I'm thinking I just have bad luck . . . How's my dad? Where is he?"

"I don't know." Peter said.

"Figures, he wouldn't even care to check up on me."

"Harry, let me tell you something . . ."

"What?"

"Your dad was in that fire, risking his life to save you."

Harry stared at Peter as he lied in the hospital bed, shocked by what Peter had told him. The room fell so silent; all that was heard was the beeping of the heart monitor.

"My dad?"

"Yeah."

"Wow . . ."

Gwen and the doctor entered the room just then.

"Harry, I'm glad you're finally awake. We took some x-rays, and found that you have two cracked ribs on the right side of your cage. Now for weeks you will probably feel pain in the lower part of the right side of your chest. We have given you a special medication that will reduce the pain for now, but luckily for you it wasn't as severe as we thought. It requires no surgery, and it should heal by itself with careful attention on how you treat yourself."

"That's great, doc." Harry said, immediately turning back to Peter.

"So, man, don't you have that date tonight with what's her name?" Harry asked.

Gwen completely turned away, which Harry noticed.

"Yeah . . ." Peter answered uncomfortably, "but I'd probably rather stay in here with you and . . ."

Harry interrupted Peter instantly, "Ha, spare me the laugh, Peter, seriously, go on your date. Girls like this come around once in a while. Just text me to let me know how it goes." He said with a smile.

Peter smiled back in return, "You got it, man."

He turned and before walking out the door, he turned and looked at Gwen, whose back was turned to him.

"Gwen . . ."

"No, Peter. Just go . . . really, I'm fine." She said, turning her head and smiling at him.

Peter responded with an unconvincing smile, but respected her response and then left the hospital.

Harry looked at Gwen for a few seconds, "Gwen, are you alright?"

She turned to him with tears in her eyes, "No . . ."

**

* * *

**

Downtown restaurant

Peter stood in front of the restaurant where he was to meet Mary Jane. He was shaking in his jeans, and sweating through his T-shirt, which was thankfully hidden by his blue jacket. The only means of connection with this girl was over the phone. She had seen him, but he had never seen her. It was quite the situation for Peter. He looked at his watched which read 7:30 P.M. – The time that he was supposed to meet her.

_Great, what if she doesn't even show up, that would be my luck. I mean, really, what are the odds of me getting a girl as sweet as Mary. What do I know, just because of a simple phone conversation, all of a sudden, she's a goddess? For all I know she could be this unattractive girl that Aunt May decided would be a perfect fit for me. _

_Okay, settle down. It's just a date, what's the worst that could happen?_

Peter completely shuffled through his thoughts as he paced along the sidewalk near the restaurant, looking down at the concrete. Suddenly, he heard a soft and beautiful voice from behind him.

"Peter? Peter Parker?"

He perked his head up, knowing immediately that it was her. He turned around and when he laid eyes upon her, his jaw dropped.

Mary Jane Watson showed Peter the true side of her. She had a beautiful round face that was surrounded by red hair that glowed in the light. She had the perfect figure from head to toe and showed it off with her form-fitting green dress and dark green heels. Around her neck was a silver necklace with an emerald color stone at the end.

"Peter?" She said again as Peter stood speechless.

"Yeah . . . um, yeah, Parker Peter, Benjamin . . . uh, I mean. No, YES, I'm Park . . . Peter! Peter."

Mary Jane smiled at his nervous response.

"It's so nice to finally meet you." Mary Jane said.

"Yeah, mine's pleasure . . . um." Peter shook his head, _get it together!_

"It's great to meet you too. Shall we head in?" Peter asked, walking over to the door to open it for Mary Jane.

"Yes, thank you." She said, caressing his face as she walked, "You're cute when you're nervous."

Peter stood still at the door, waiting for her to pass by; suddenly, he heard a small ring coming from his left pant pocket, which woke him up from his trance.

He pulled out his phone and read the message from Harry, "So? How's it going? Is she hot?"

He pulled up a new message and typed a response, "Bro, I just hit the jackpot!"

**Next Chapter: Just Business, Part 4 of 4**


	14. Chapter 14: Just Business, Part 4

**The Marvelous Spider-Man**

**Chapter 14: Just Business, Part 4**

**Previously . . .**

Dr. Connors has been revealed to all of Manhattan to being the Lizard. Thanks to Eddie Brock and Robbie Robertson, who is taking his new control privileges a little too seriously, ESU could now be in big trouble if higher authorities see this as major concern. Not soon after Spider-Man helped save New York from the raging reptile, he saved a crowd of people, including his Aunt and soon to be date, Mary Jane Watson from the maddening Mysterio.

Spider-Man didn't get a break afterwards. While Toomes continually harassed Norman Osborn for stealing his whole life's work from him, Norman had to deal with his multiple personality disorder, which is beginning to show its ugly face. Vulture kidnapped Harry, which caused Norman's other side to make a rash decision for him – Executing Project Green; a project that had been slowly in the works as a type of performance enhancer. He used it on himself and donned the character known as the Green Goblin. After taking down the Vulture once as Goblin, and another time as Norman, He has now disappeared, and hasn't been seen since the explosion at OsCorp, which sent Harry and Spencer Smythe to the hospital.

Gwen, meanwhile, finally made the decision to move on with Peter, but Peter already made a date with Mary Jane, much to Liz's dismay. Liz has her own drama to deal with after the whole stadium affair with the Boomerang. Flash's heroics began to put a twist on their relationship, which was already on the rocks. Liz heard comforting words from Harry days before, which caused her to think about her relationship with Flash.

**

* * *

**

Club Soda

Club Soda is a restaurant unlike most. It is a big gathering place for teens and young adults located in the Upper East Side. The restaurant contains a soda bar, a dance floor, and today, is the spot for Peter's date with Mary Jane Watson. They sat at a table in the far corner of the restaurant.

"I have to say, this place is quite the hang out." Mary Jane said, as Peter just arrived with two drinks.

"Yeah, I heard about this place from a friend of mine, Harry Osborn."

"Osborn . . . that name sounds very familiar."

"Well, his dad is like one of the leading scientists in, probably the world."

"I bet Harry's quite the science whiz then." Mary Jane assumed.

"Eh, the apple didn't fall as close to the tree as Norman would have liked." Peter replied.

"Ah, I see, and you know him from ESU?"

"Actually, I have been friends with Harry since middle school. We've had each other's backs for quite a while now. I mean, were both were kind of in the same situation."

"How so?" Mary Jane asked as she took a sip of her soda.

"Well, I lost my parents when I was about six, they were in a plane crash on their way back from a business trip from Russia and Harry lost his mom in a car crash at age five."

"Oh, I'm so sorry . . ."

"Its fine . . . really, I have been blessed with a wonderful Aunt that has taken care of me from the very beginning."

"I understand that. Your aunt is a great woman; sometimes I just sit and think about how great it is that our aunts know each other."

"I agree. It's nice for my aunt to be able to get out ever since, well, you know about my uncle."

"Yeah . . ." Mary Jane nodded.

"But hey! I don't want to down the evening too much, tell me more about you!" Peter tried to lighten up the mood

"Well, you already know that I live with my aunt because of my broken home."

"Yeah, I heard, no child should have to go through that."

"Pssh! I'm happy they split! My mother could do twenty times better than my dad. I hated just about every moment he was at the house with us, which wasn't much by the way."

Peter could hear the pain and agony in her voice.

"It's just; he didn't care about either of us. He was at the home once, maybe twice a week, all he cared about was business, and a lot of times that led to him cheating with other women."

Peter put his hand over Mary Jane's, "That's horrible . . ."

"Yeah . . ." Mary Jane sighed, "but your right, we shouldn't be downing this moment, this is at least second to third date material we're sharing." Mary Jane joked, and Peter responded with a smile.

Suddenly, an upbeat song came over the jukebox, and the DJ ramped up the club.

"Oh, I love this song, come on, Peter, let's dance."

"Heh, I'm not really the dancing type . . ." Peter grinned

"Oh come on, it'll be fun!" Mary Jane said with excitement.

She grabbed his hand, and pulled him out of his chair out onto the dance floor, where several other couples also joined in. When Mary Jane began to dance, Peter was lost in a trance.

_This is the greatest night of my life . . . _Peter thought to himself.

"Come on, tiger, show me the moves!" She yelled out as she began dancing against him. He tried to go along with it, but he truly had no clue how to react. He put his hands on her hips and moved along with her. She put her hands up in the air, and moved to the beat of the music.

_. . . and it just got better. _Peter continued his thoughts.

**

* * *

**

Empire State University, early Sunday morning

Dr. Curt Connors walked through the front door of ESU. The building was dark; nobody appeared to have been in yet. This was his first time back since the lizard incident and he felt kinda eerie walking back in like this. He walked back into his laboratory and turned on the lights. However, something was not right about his lab. It wasn't the stench of reptiles in their cages, nor was it the broken tables from when he transformed. It was the figure sitting at his desk.

"Hello, Curt, glad to see you are back." the man rotated the chair to reveal his face.

"Miles." Curt said, somewhat coldly.

"That's Mr. Warren to you . . ."

"Excuse me?"

"Oh, I thought I was clear enough with you." Miles responded.

"What are you doing in here?" Connors asked.

"Dr. Connors, I am not sure you're aware, or if you read the Daily Bugle or not . . ."

"Why?"

"There was an article released yesterday that caught the eye of not just the public, but higher authority."

"What are you talking about, Miles?"

Miles Warren through down a page of the Daily Bugle from yesterday's release, on the front was a picture of Empire State University, with Dr. Connors standing in front of it. To the right of the picture was a footprint left by the Lizard captured on a camera.

Dr. Connors grabbed the paper without hesitation, and with wide eyes, read over the article. Miles stood by with his arms crossed, and continued to look at Connors with a creepy stare

"I don't understand . . . I thought, I thought this was kept secret!" Connors suddenly became worried.

"Well, it's not, and the head of Empire State University is not happy with this."

"You talked to Mr. Bennett? What did he say?" Dr. Connors asked with break in his speech.

"Well, he received a call from a super intelligence division. Did you hear that Connors? A secret super intelligence division. Now, somehow they received a sample of your blood when you were covered in that thick skin."

"What?"

"They didn't like what they found." Miles stated.

"What did they find?" Connors asked.

Warren slammed his fist on the newspaper on the table.

"Don't play dumb with me, Connors! They found two percent mutant DNA in your blood! Now, unless you're truly a mutant, you could be charged with illegal tampering of mutant DNA. Roxxon had an underground lab busted weeks ago that was being used as a lab for experiments on mutants. I know you were involved with Roxxon on several occasions, as we bought several supplies from them. Why do I have the sneaking suspicion that it's not all you received from them?"

Connors looked at Warren angrily, "I am not a mutant, and I did not use mutant DNA . . ."

"Tell that to the secret facility that has your blood." Miles began to walk toward the exit, "For now, you are no longer going to be teaching our science classes."

"I'm being fired?"

"No, you're being demoted, now, if what you say is true, you will get your job has head scientist back, but if continued research shows otherwise, I'd be packing your bags for life." Miles threatened.

Connors put his head in his hands as Warren began to leave the lab.

"Oh! And If I were you, I'd be working on a cure; apparently the treatment you received was only temporary." Warren said as he closed the door, and exited the laboratory.

**

* * *

**

Parker Household, Sunday at Noon

Peter lied on his bed wearing nothing but boxers and a t-shirt. His Spider-Man outfit was lying in front of the door where he threw them, and the clothes he wore on his date were thrown over by the closet door. He was fast asleep until the loud vibration of a phone on his dresser woke him up.

He freaked out immediately, and fell off of his bed and crashed onto the ground, quickly looking around as if his spider sense had warned him of something.

"Oh . . ." He muttered.

He grabbed his phone, and read the message from Harry, "Dude, we need to talk."

Peter caught attention to text, and took it as if something was wrong with Harry.

He prepared his phone to send a message back until he heard a knock on his door. Peter immediately freaked out once again as he saw his Spider-Man costume blocking the door.

"Peter? Are you alright? I heard a crash." Aunt May said.

"Um, yeah, I'm fine!" Peter responded quickly.

He ran over to the bedroom door quickly, and grabbed his costume just before his Aunt began to turn the doorknob. He held the costume behind his back with one hand, and held the door to prevent her from opening the door any further than a large crack.

"Aunt May, good morn . . . I mean, afternoon!"

"Yes, Peter, it is afternoon. Are you okay? I heard a crash."

"Yeah, that was my fault, I, heh, fell out of my bed."

"Peter, when we got rid of that crib, we felt you were truly ready for a big boy bed, if you don't think . . ."

"No, Aunt May." Peter smiled at her joke, "I'll be down in a sec; I just need to get dressed."

"Pancakes are downstairs." She replied, "And I want to hear all about your date last night."

Peter smiled in response to her smile as she closed the door, and returned downstairs.

"Phew . . . I gotta be more careful where I leave you." He said while looking toward his costume.

**Dining Room**

". . . after we went inside the restaurant, it was like, I was comfortable from then on out." Peter continued as he took a bite of his pancakes.

"Then we started dancing, oh boy, was that a show." Peter said.

"You know she takes dance classes, along with being an actress."

"Yeah, I figured that out." Peter said, smiling.

"So, is she going to be your official girlfriend from now on?"

"Well, maybe, I mean, we had a really good time."

"Then why doubt it?"

"Well . . . it's nothing."

"Peter, you told me everything was great, right?"

"Yeah . . ."

"You said you enjoyed talking with her, right?"

"Yeah!"

"You said you enjoyed dancing with her, right?"

"Oh, yeah!"

"Then why aren't you positive about this?" Aunt May asked, summing it all up.

"Well, there's Gwen . . ."

"Gwen? Gwen Stacy?" Aunt May asked.

"Yeah . . ." Peter responded somewhat gloomily.

"Peter, I didn't know you liked her. I thought she was just a friend that you and Harry went out with."

"Well, at first she was, but then I began to know her, and I asked her out, but she told me that she wasn't ready to date anyone yet. So I decided to wait, and then I was introduced to Mary Jane. Well, just before I went on my date, she told me she was ready to move on, but I couldn't break off my date with MJ, so I went, and had a great time."

"Why didn't you tell me this before?"

"Well, you were so hooked on me being with Mary Jane . . ."

"Peter, I wanted you to be happy, you both had been through a rough past so I knew you too would understand each other. I've known her for a few years now, and know the type of girl she is. I thought maybe she would help you unwind a bit."

Peter took another bite from his breakfast as he listened to his Aunt.

"You're always out working or doing school, or . . . I don't know, I just wanted you to have a good time with someone who I knew you would get along with."

"Yeah, and I did, I just feel so bad for Gwen."

"Maybe you should talk to her."

"I tried, she wasn't up for it . . ." Peter said, disappointed.

"I'm sorry, Peter."

Peter nodded to her with a pensive look on his face as he finished up his breakfast.

"Thanks for breakfast Aunt May."

"Or lunch." She smiled.

"I gotta drop by the Bugle and then I think I'm going to go visit Harry in the hospital."

"Wait!" Aunt May said, "This week has been a pretty difficult time for you to keep your grounding."

Peter smirked, remembering all he's done this week.

"So, since you really haven't been punished at all this week, How about you wash the dishes for a week and we'll call it even."

"Sure thing, Aunt May." He smiled.

"Don't expect me to go this easy on you every time." Aunt May warned in a motherly way.

"Don't worry!" Peter said as he grabbed his jacket, "I won't want to do anything to make you mad."

Aunt May smiled, "Tell Harry I said Hello would you?"

"Sure thing, Aunt May." Peter said as he left his house.

**

* * *

**

Stacy Household

Gwen sat on the edge of her bed, while Liz sat in a chair sitting near the wall. Liz had stayed the night over with Liz to comfort her. Gwen told Liz everything that had happened, and as a friend, Liz felt bad for her. But she was also disappointed in Peter. She hoped that the little guilt trip she gave him would've have at least caused him to give Gwen some thought. Maybe it did, he just wound up choosing Mary Jane for some reason.

"You know, Gwen, it's not the end of the world." Liz started talking to break the silence, and also hoping to cheer up her friend a bit.

"I know . . ."

"Besides, who knows if the date even went well?" Liz added.

"Why do I do this, Liz?"

"What?"

"Why do I always make these lousy choices at the wrong time? Why do I never just take the initiative when I have the chance? Why do I think things over carefully? I mean, I understand that I have to be careful, but maybe I completely over think everything."

"Well, you're a thoughtful woman. You know what's right and what's wrong. It's a trait I wish I had. I wish I had the ability to make the right choices."

"But I didn't make the right choice." Gwen said.

"Yes you did." Liz responded.

Gwen looked up at Liz, not understanding where she was going with this.

"You decided to wait. You weren't ready to go back out with a guy yet. You did what was best for you. If you went out with Peter before you were ready. How do you think it would have affected you guys? For all we know, you could have completely bombed the whole relationship you guys have, which I can see now is very special."

Gwen nodded at Liz, and thought over her comments, which coming from Liz, was pretty good. Liz was never the deep thinking type of girl, but she explained her situation very well.

"Your right . . . it's just a shame that I was too late." Gwen said.

"It happens, girl, it happens, but things will turn out in the end for you."

"How do you know?"

"Because you know that Peter has feelings for you. . ."

Gwen showed a half smile, "Don't you think it's funny that were having the same conversations we had in high school, in college?"

"Nah, college is the exact same thing has high school . . . with more parties."

Gwen confirmed, "So, what do you want to do? We got all day free."

"We could go visit Harry in the hospital." Liz suggested.

"Liz, you've suggested that three times already. Is there something you're trying to tell me?"

"Maybe that I want to check on Harry at the hospital." Liz replied.

Gwen figured there was more to this than Liz was telling, but she went along with it anyway.

**

* * *

**

Daily Bugle

The Daily Bugle has gone through some unneeded drama over the past week. The rivalry between Eddie and Peter has put an aura of uneasiness around the office, and with Jameson still gone on vacation, for once, this chaos cannot be blamed on him. However, it has caused the suddenly strict Mr. Robertson to act as a familiar person around the office.

"Betty! Where's my coffee? If I don't get my coffee, do you know how irritable I will be?" Mr. Robertson declared.

"No, really, please do tell, Mr. Robertson."

"Is that sarcasm, Ms. Brant?"

"Yes." Betty simply stated.

"You know I don't like sarcasm." He stated.

"No, Mr. Robertson, Jonah doesn't like sarcasm . . ." Betty responded

Betty stood up from her secretary's desk, and walked passed Mr. Robertson, and into Jameson's office.

"What are you doing, Ms. Brant?" Robbie asked, before following her into Jameson's office.

He walked up close to him and put her arms on his shoulders.

"Ms. Brant?" Robbie asked, becoming more worried as to what Betty was doing.

"Sit . . ." Betty said.

"Excuse me?"

"Sit." She stated once again.

She then pushed Robbie down onto the seat behind him.

"What are you doing?"

"You are going to sit down, calm down, and re-gather yourself."

"What are you talking about? I'm fine."

"No, Robbie, you're not fine. For the past week, you have slowly become the man that runs this office."

"That's ridiculous; I would never become as bad as Jonah."

"Robbie, look at yourself. You've turned down Peter, one of your biggest fans, down several times for Eddie Brock, who, by the way, has been pulling your strings from the very beginning! You have been irritating, you've yelled at us several times, and I think your beginning to turn against that hero of yours. I know your good friends with Jonah, and I know you're trying to make this company run well while he's gone, but I want my friend back. I want the person I used to talk to about Jonah, and the last thing we need around here, is two Jonahs."

Robbie sat still for a moment to take in all that she was saying, and she was right. He had slowly been becoming more and more like Jameson. It's the stresses of being in control of a business that drives someone down this road.

"Betty, I'm so sorry . . . you're right! Look what I've been doing." Robbie stood up from his seat, "I've been trying so hard to keep this company on the right foot until Jonah gets back that I completely let it take over me. Now I understand how Jameson feels every day, having to deal with so many stresses and responsibilities. " Robbie explained.

"You want to take a break?" Betty asked, smiling at him.

"Who's going to watch the Bugle?" Robbie asked.

"Ned and I can handle a few editorials for the day. Peter said he'd be in today, we've got Eddie's story on the fight yesterday. Just take the rest of the day off."

"Your right, Betty." Robbie walked out of his office, and grabbed his coat hanging over his desk chair; he turned to face Betty, who had followed him out.

"Thanks, Betty, I'm glad someone finally rung my bell."

"Someone had to do it!" Betty joked, "Anytime, Robbie."

Robbie exited out the elevator door just as Peter walked in.

"Mr. Robertson!" Peter said in surprise of seeing him, "I'm sorry, I don't have any . . ."

Robbie put his hand on Peter's shoulder, "Please, son, call me Robbie . . . and I really don't care if you have any photos. I'm just glad that you're still talking to me after the way I've been acting."

"Nah, I understand. I mean you're trying to run a whole newspaper business for the first time."

"Well, at least things should settle down when Jonah gets back next week."

"It's gonna be another whole week?"

"Yeah, but I'm not too worried about it." Robbie said as he looked back at all the hard workers of the Daily Bugle, "because I've realized that I don't have to do it myself, and I've got friends that will help me out when needed."

"Betty?" Peter asked.

Robbie nodded his head, "Yeah, Betty . . ."

"She really knows when you need a good smack to the face." Peter smiled.

"You're telling me." Robbie laughed, "We'll I think I've been holding this elevator long enough, I'll catch you later, kid."

"Bye, Robbie." Peter excused him.

As Robbie exited out the elevator, someone opened the stairwell door. However, what Peter saw, was not what he expected. A beautiful woman with a sleek black top and short white skirt walked into the office. She had sunglasses propped upon her very blonde, almost white hair, and the makeup on her face shouted rich and gaudy.

"Uh, the elevators in this place are so slow!" She cried out.

The woman walked straight up to Betty's desk, "Can I see Mr. Jameson?"

"Uh, Mr. Jameson's not in right now, but . . ." Betty tried to think of something to say to her. With both Jameson and Robbie gone, there really was no next person in charge. Peter stood back and watched the woman, almost not wanting to get near her, unlike Eddie Brock.

"Um, Excuse me, miss, can I help you?" Eddie Brock interrupted the connection between her and Betty.

"My name is Felicia Hardy, daughter of the wealthy leader of the Hardy Foundation, and I have been sent her to give you your next headline, straight from my mother."

"Um, okay? Let me get a pen and . . . paper . . ." Eddie said, searching for any nearby writing utensils and paper supplies. After he grabbed what he needed, he turned to the woman.

"Why is your mom not . . ." Eddie couldn't finish his sentence before Felicia responded.

"She has been sick for three days now, and could not face the press. She knows J. Jonah Jameson, so, she sent me here, to have you release the information."

"And that is . . .?" Eddie asked.

"That the Hardy Foundation is canceling the grants that they were going to send to OsCorp" Felicia answered.

"They're what?" Eddie asked.

"They're what?" Peter said aloud, overhearing the conversation.

"That's right, we're canceling the grants. After the explosion at OsCorp the other day, and the weapons manufacturing that goes on there, mother can hardly imagine funding an organization as irresponsible as OsCorp. It would just look bad on her name; I wouldn't be surprised if Fisk Enterprises retreats as well." Felicia explained.

"Okay, your article will be in the next edition of the Daily Bugle!" Eddie Brock announced to her.

"Wonderful, and for all your help . . ." Felicia continued as she took the pen and paper from Eddie and began to write something down, "Here's a little something for you."

"What's this?" Eddie asked as he looked down at her number.

"You're kinda cute." She smiled at him, and walked away.

_Ew, who thinks that Eddie is cute? _Peter thought to himself.

"Peter!" Betty yelled out.

"Yeah, Betty?" Peter replied as he closed in on her desk.

"Can you file some papers of Mr. Robertson's? They're at his desk, should take maybe five minutes. I would, but I've got three new articles coming in for the next issue."

"Sure, but why are you doing articles?"

"I promised Robbie I'd take care of things while he takes a load off."

Peter nodded, and sat down at Robbie's desk. He scanned over the papers and caught attention to Ned, who was walking by.

"Hey Ned . . ." Peter whispered.

"Yeah, Pete?"

"What's a file?"

**

* * *

**

Burned down OsCorp Lab

OsCorp's western half of the building was now rubble. The Vulture had blown up a medium sized lab, and a decent sized office, that happened to be Norman's. The fire had spread across the whole west side of the building, reducing it to ashes. OsCorp was closed for renovation for several days, but that didn't stop the person who walked upon those ashes, searching for something in broad daylight.

The man was Herman Schultz, known to Spider-Man and a few others as the infamous Shocker, one of the super villains that had actually beaten Spider-Man in a battle. He kept into contact with the Kingpin over a small Bluetooth piece in his ear.

"There's a lot of debris here, boss, do you know how long it will take me to find those papers? If they aren't already burnt up?" Schultz asked.

"The case will be intact, Shocker, dig beneath the debris." Kingpin responded.

"Boss, people around here are giving me weird looks." Shocker replied.

"Schultz, find the case and quit worrying about innocent bystanders!" Kingpin said with hostility in his voice.

Shocker began to sweep away the dust and ashes that were beneath his feet awhile lifting up small pieces of concrete and debris that was left there. Once he dug about a foot, he uncovered something that shone against the sunlight.

"Ah, The Shocker struck gold!" Herman said to himself.

He swept away the dust and dirt, trying to free up the metal case. When he found the handle, he gave it a pull. He was able to loosen it up somewhat before the whole handle came off into his hand.

"Schultz? Have you found anything yet?"

"Oh yeah, boss." He said as he lifted up the metal case. It had a few dings and dents in it, but most of all it was intact, "I got it."

"Wonderful, bring it back here . . . I myself have business to take care of."

"Sure thing, boss." He said as he casually left the destroyed structure, carrying the case under his arms.

**

* * *

**

Outside the Hospital – Later that day.

Mary Jane walked up the steps of the hospital with Peter by her side, who hasn't stopped talking since they got into the cab moments ago.

"Amazing, huh? I mean, you send me a text right as I get out of the Bugle. I mean, perfectly timing that was almost supernatural!"

"Peter, are you okay?" She asked, almost giggling at the way he's acting.

"Yeah, yeah, I'm great it's just, man! What perfect timing!" He said again as they walked into the hospital.

_Man, what lousy timing. I was hoping to avoid introducing MJ to my friends until at least a few weeks from now. What if Gwen's in there? How awkward would that be, not just for me, but for her, and MJ! She has no clue about Gwen. She would just go in all friendly and wanting to meet all my friends and then bam! She meets Gwen, and the universe explodes . . . oh no, were approaching Harry's room . . . please no Gwen, please no Gwen . . ._

Mary Jane opened the door and she and Peter walked in to see Liz sitting on Harry's bed talking to him, while Gwen sat in one of the chairs. Her eyes popped when she saw Peter walk in with a beautiful girl such as Mary Jane.

"Hey Guys . . ." Peter said, swallowing mid-greeting.

The three friends said their hellos, each one more awkwardly than the last, especially since Gwen was the last to talk.

Peter and MJ stood by the door and were stared at for what felt like hours to Peter. Mary Jane finally gave him a nudge with her shoulder.

"Um, this is Mary Jane Watson, guys . . . and MJ, this is Harry Osborn, Liz Allen, and . . . Gwen Stacy." He said, smiling at her. Gwen smiled back awkwardly, trying to show Mary Jane that she was friendly.

"Nice to meet you all!" Mary Jane said.

"Feelings mutual." Liz said standing up from the bed to approach Mary Jane.

"Hey, girl, I like the shoes." Mary Jane said to Liz, trying to start a friendly conversation.

"Thanks, I have two pairs, the others are blue."

"Sweet style." Mary Jane responded simply. Meanwhile, Gwen subtly left the room, passing by Liz, MJ, and Peter.

Peter turned and watched her leave, immediately feeling horrible for the situation he was putting her in.

"Hey, MJ, I'll be right back."

"Mkay, tiger" She turned and said before returning to Liz.

Peter left the room, and ran after Gwen, who was swiftly walking along the hallways of the hospital.

"Gwen . . ." Peter reached out for her shoulder. Gwen stopped in her tracks, and turned to face Peter. Her face was a mixture of a thousand emotions. Peter couldn't tell how she felt. As if he wanted to know. . .

"Gwen, I'm sorry . . . for everything. Nothing went as I planned and . . ."

"And you ended up bringing her here to the hospital where we all are."

"Yeah . . . Gwen, I didn't mean to hurt you in anyway. I really liked you . . . and I still do." Peter smiled, hoping that would help cheer up Gwen somewhat, "I went out with Mary Jane because I made plans with her. I couldn't just cancel the date. I understand how you're feeling, really, but please understand the position I was in."

"I know, I know . . . and I'm sorry."

"Why?"

"For not taking the opportunity for us sooner."

"It's okay that you waited, Gwen. From what I heard your last boyfriend was quite the bastard." Peter grinned.

"You said it . . ." She confirmed

Peter looked back behind him, wondering if anyone had come out of the room, he turned back to face Gwen.

"Well, I am going to go see how MJ's doing with the group . . . you want to come back and join us?"

"No, I . . . I have to get home."

Peter nodded and began to back away, "Right . . . well, cool, I'll . . . I'll call you later, and maybe we can talk some more."

Gwen smiled, "I'd like that."

Peter smiled back at Gwen, and turned around, entering back in Harry's hospital room. Gwen stood in the hallway until he was out of sight. There wasn't a smile on her face, but there weren't any tears in her eyes. She was content right now with what he said. From what she heard, it didn't sound like they were too serious after one date, but she does know his feelings for her are still there, and at least she has something to look to in a way.

**

* * *

**

Meanwhile, Norman's Office

Norman sat inside his office at his home. After the fire yesterday, he went straight home, and has yet to show his face outside. He received a call from Felicia Hardy who told him that they were no longer sending OsCorp money. This greatly angered Norman who was very excited to see the money go to good use. Right now, he was on a video chat with Wilson Fisk over his laptop.

"Mr. Fisk, what do I owe this surprise pop-in?"

"Norman, I am intrigued." Fisk answered.

"How so?"

"Toomes attacks your business, explodes one of your labs, injures your son, who is now in the hospital, the Hardy foundation has canceled their check to you, and you're sitting in your office and don't give a damn."

"I and my son were assaulted at my place of business; you don't think that calls for time of rest?"

"Osborn, you know I've been keeping tabs on you since our deal we made. When am I going to get my spider slayers?"

"Things are on their way."

"It seems to me, Mr. Osborn that you have not kept up with your promises."

"I said things are on their way. Mr. Smythe seemed to like the proposal I gave him. When he gets out of the hospital, the deals will continue."

"Spencer Smythe is dead, Norman."

Norman sat upright, now having to figure a way around this.

"What are you talking about? He looked fine when he was taken from OsCorp."

"Mr. Osborn, I have this sudden suspicion that you have no idea how to run a business."

"Fisk, we have had these plans for weeks now, you give me the grants, and I give you the weapons you need to take out Spider-Man."

"AND WHERE are MY slayers, Norman?"

"I will make them; just give me the funds . . ."

"I don't think so, Norman; you have not lived up to your expectations. I am canceling the grants along with the Hardy Foundation."

"You're WHAT?"

"I believe you know the arrangement."

"I know who you are Kingpin; I could reveal all I know, you wouldn't dare . . ."

"You are in no position to blackmail me, Osborn! I have resources and records that show you were involved with criminal activity. I have a way out, Norman, do you? If you were to bring up my name, who do you think would be more likely to get out? Wilson Fisk, the philanthropist, or Norman Osborn, the chemical and weapons developer?"

Norman grinned with anger. He had been outsmarted by the infamous Kingpin, and now had lost the money, and the weapons. Osborn swiped the laptop off of his desk, causing it to shatter against the wall.

"I am not one to give up, Kingpin, you can bet on that . . . I will no longer be a pawn in your criminal empire, I am done sitting back and watching those rip apart my business like its paper . . . IIIIEEEAAAHHHHHHH!" Norman screamed out**, "The Goblin doesn't take no for an answer!"**

**

* * *

**

Harry's Room

Liz and Mary Jane were sitting down, still talking about the latest trends and clothing. Peter stood on the other side of Harry's bed as he watched the two girls continue to chat.

"I've never seen clothes bring people together before." Peter commented.

"It's like us and sports, dude."

"Good point." Peter stated, "So . . . has your dad . . ."

Harry turned away before Peter could finish his question. It was a huge sore spot for him. Harry tried calling him several times, but with no response. Even so, Harry wanted more than a call. He wanted him to show that he at least cared for his son. Even though Peter knows that Norman risked his life for him, Harry was unconscious, as far as he knows, Norman bailed on him.

"Oh, Harry, I was just . . ."

"No, its fine . . . I'm used to it. It's times like these you know who the real people who care about you are. I mean, even Mary Jane came to see me."

"Yeah, she's great."

"So, how was Gwen? It was what I texted you about earlier." Harry whispered, insinuating a quiet conversation.

"It was less painful than I expected." Peter said.

"What are you going to do? I mean, really, you have a very nice dilemma on your hands."

"I . . . I don't know . . ."

"I'm not gonna lie, bro . . . MJ, she's smokin'." Harry pointed out.

"You should've seen her on the dance floor." Peter grinned.

"Whooh, I can only imagine."

"Yeah . . . I'm just going to have to take time with this one, I mean; it's not as easy as dividing up atoms."

"Did you just compare love and science?"

Peter smirked at Harry as he walked around the bed. Mary Jane finally stood up, indicating she was ready to go.

"Well, it was nice to meet you, Liz. You too, Harry." Mary Jane said.

"Yeah, thanks for stopping by." Harry responded.

Mary Jane and Peter left the room and began to walk through the halls.

"Where'd Gwen go? I was hoping to get to meet her as well." MJ asked.

"Oh, she just had to get home quickly."

"I see, you know you have some pretty cool friends, Liz really knows . . . Peter?" She asked as she realized he was drifting away from him. She turned as he slowly approached a hospital room.

Inside were four or five doctors scrambling around the patient. The heart monitor was a constant beep, indicating no pumping.

"We're losing him, we're losing him!" One of the doctors said among the group.

"Peter?" Mary Jane asked as he looked through the door.

"I know that man." He said to Mary Jane.

She looked at the man who was slowly dying. It was Spencer Smythe from the fire at OsCorp. Spider-Man had saved his life, and he was extremely grateful. He really touched with Peter in a way.

"Who is he?"

Suddenly, Spencer was pronounced dead by one of the doctors. Peter turned around with a ball in his throat. Witnessing something like that reminded him of his Uncle dying in his hands.

"Just an ordinary citizen." Peter said with a disheartened tone in his voice, "just an ordinary citizen."

**

* * *

**

Chrysler Building, a few hours later

Spider-Man sat on the Chrysler building overlooking the city of New York. At time when Peter needed to clear his head, he would slip on the Spidey suit and swing to the top of this building, sometimes just the clear the air or to think over some things. This time he wasn't wearing the costume that got ruined during the first fight against Vulture. He was wearing a spare costume he had stashed away.

_Wow . . . This day. I just don't know what to think. Mary Jane, Gwen, Mary Jane, Gwen. My head is going in circles. I need someone to break into a jewelry store or something; I really just want to empty my head for a second. Maybe I should check up on Norman Osborn. After being attacked by the Vulture, and his lab being destroyed, I can only imagine what he'd be up to. My only concern is that it's important enough to keep him away from his son . . . even a phone call. I mean, Norman's not the best father, but he ain't heartless . . . at least, I hope not._

Spider-Man jumped off the building, shooting a web line out that would carry him for quite a ways with his momentum. He planned on heading for Osborn's place to check out if he was home.

**Osborn's Office**

Spider-Man peeked through the window while sticking to the outside of the building. The window was closed, but not locked. He opened it to make sure no one was around. He didn't find or sense anybody around, but what he did find was a huge mess.

"Osborn sure has a strange way of dealing with things."

Spider-Man opened the window and crawled in to investigate. He noticed the broken laptop in the far end of the office as well as hundreds of papers scattered across the desk and floor. He leaned over to pick a few up, hoping to find a clue to what was causing Osborn to be so secluded. He hasn't answered Harry's calls and hasn't been seen since the blast.

"Hello . . . this looks familiar . . . very familiar."

As Spider-Man flipped through the pages, he came across some battle armor and anti-gravity plans. These plans look very similar to the Green Goblin that attacked Vulture the other day. He even has the plans for the glider he was riding on.

As he continued to flip through the plans, he noticed more research on anti-gravity, including pictures that looked very similar to Adrian's wings, and then he came upon Project Green.

"Project Green . . ."

Project Green was a task that was done in the more secret labs of OsCorp. It was only known by Norman himself, and Dr. Mendel Stromm. The packet said that Project Green used several types of chemicals and drugs to create a new type of body enhancer. The performance enhancer upgraded just about every part of the human body, including the heart and lungs.

"Something tells me Norman isn't going to pass the next drug test he takes. However, the strength he had to help lift the debris off of Harry during the fire is now explained. As well as the fact that he was able to stay in there for so long without suffocating."

Spider-Man threw the papers back onto the floor and checked out the ones on his desk.

"I could totally be arrested for breaking and entering . . ." He thought to himself as he picked up papers dealing with Fisk Enterprises.

"Fisk gave OsCorp a grant along with the Hardy Foundation . . . that's the only connection these two have that I know of, but why would . . ." Suddenly, Spider-Man remembered overhearing the conversation between Eddie and Felicia.

"_That's right, we're canceling the grants. After the explosion at OsCorp the other day, and the weapons manufacturing that goes on there, mother can hardly imagine funding an organization as irresponsible as OsCorp. It would just look bad on her name; I wouldn't be surprised if Fisk Enterprises retreats as well." Felicia explained._

"Playing Private Investigator really gives you that queasy feeling inside of you when you find out your best friend's father may be some time of killer on steroids."

Spider-Man read over the address to Fisk Towers, and immediately jumped out of the window, swinging as fast as he could to the location.

**

* * *

**

Fisk Towers

Wilson Fisk, on the surface, was one of the most generous and well known philanthropists, however, to the underground criminal world, he was one of the most feared crime lords in the world. He sat in his enormous office at Fisk Towers, which was really just a cover up for his criminal activities.

The end of his office was floor to floor windows, as he looked out among them; he noticed the shadow of a man - a man flying on a machine.

The Kingpin of crime let out a sigh, and stood up from his chair, which took some time due to his size. He pushed a small button under his desk before walking over toward the windows. He folded his hands behind his back as he walked up to the window, coming face to face with the menace. His glowing yellow eyes and that sadistic grin would send a chill down the spine of any man or woman. But the Kingpin stood strong, and faced the villain.

He flew back a few feet, and pointed his fingers at the window. Two lasers shot out of his fingers, and slowly, within seconds, the laser melted through the glass and a thick round piece of glass fell out and down below. Kingpin continued to stand still as the Goblin flew inside his office.

"**Fisk . . ."**

"To what do I owe this very rude visit?"

"**You have quite the business, here, Fisk!"** Goblin said in his raspy voice.

"I do what I can." Fisk responded as the Goblin flew around his office as if he was scanning the area.

"**What most people don't know is that this place is the center for the biggest criminal connections in the world!"**

"Are you here to make a deal?" The Kingpin of Crime asked.

"**More to demand a deal."** Goblin responded, as he flew back to face the Kingpin.

"What do you have in mind?" Kingpin asked, trying to waste his time.

"**I am here to bring back Norman Osborn what is rightfully his."**

"Oh, I see, so your one of Osborn's lackeys. Amazing he has time for you, but not time to create the slayers I asked for, which would have given him the money anyway."

"**He's not in the mood for games, Kingpin, he wants things done his way this time, and since I did mention his name, now I'm going to have to kill you." **Goblin threatened.

"You're here to murder me? What exactly would that accomplish?" Kingpin responded.

"**It would rid Osborn of one of his enemies. First you, then Toomes, Osborn, and then Spider-Man! Once he's out of the way, nothing will stop me from being the most powerful person in this city!"**

"You'd betray your superior?"

"**Osborn is weak, Fisk. He doesn't know what I can offer him; all he is to me is someone who's getting in my way. Just like you!"**

Three blades then ejected from the end of his glider, as Goblin closed in, Kingpin backed up, which put him closer to the hole in the window, which was big enough for him to fall through. Before Goblin could make his move however, the office door opened, and two shock blasts were sent toward Goblin, who easily evaded the attacks.

"**What's this? You called in for help?"**

"Who's the elf?" Shocker said as he entered the room, wearing his yellow and brown shockproof suit.

"**The Name's Green Goblin! And I suppose you are the mule who has been dragging Kingpin all this time."**

"The pay is good." Shocker said simply before sending two more blasts the Goblin's way. However, Goblin's glider was too fast. He dashed through the air, dodging several attacks before deciding to go on the offensive. He pulled out a pumpkin bomb from the carrier strapped around his leg, and threw it toward Shocker.

Shocker rolled out of the way and sent two more shockwaves at Goblin.

"**It's time to fight fire with fire."** Goblin muttered.

He began to shoot the laser beams from his fingers again, this time as an attack method. Shocker was able to roll out of the way several times, but eventually was hit in the chest, and slammed against the wall.

Kingpin moved away from the window during the fight, hoping to flank Goblin as he was focusing on Shocker, but when Schultz went down, Goblin turned around to face Fisk.

"**Now, where was I?"** He said as he extended the blades from his glider, and began to move toward the crime lord.

He was interrupted once again though as he was pelted by multiple web bullets.

"Hope I'm not too late for the party!" Spider-Man said as he swung through the hole in the window.

"**No! Of course not, it's only just begun!"** Goblin shouted out as he pulled two more bombs from his carrier. He threw them to the ground, and smoke filled the room.

"Spider-sense, don't fail me now."

Spider-Man focused around him and when his senses went off, he rolled to his right, just before seeing a flash of light dash right by him.

"Well, look who it is. You sure you want to get caught up in this Spider-Man? After our last encounter, you have to be shaking in your boots right now."

Spider-Man looked around in the smoke filled room, trying to pin-point where his voice was coming from.

"That's right, you ruined my winning streak. You think that's going to even slow me down though? Besides, It's not really you I'm worried about, Shocker. It's the gnome in the purple dress I'm after."

Spider-Man then dodged another blast from Shocker. He looked at the trajectory of the blast and the voice of Shocker, and sent two web bullets toward his direction. The difference here is Shocker didn't have the senses to warn him of oncoming danger.

The web bullets splashed onto Shocker's face, blinding him. Spider-Man ran in and jumped, leading with his leg. He kicked Shocker down to the ground, and landed above him. Shocker was no fool though, he immediately responded by sending more shockwaves to Spider-Man. The first shock knocked Spider-Man off of Shocker, but Spider-Man dodged the second one and webbed his right arm to the ground.

Shocker panicked right away, and began to try and tear the webbing off of his arm. Spider-Man took the opportunity to web him completely down to the ground.

"Err, you son of a . . ."

"Yes! I win!" Spider-Man shouted out sarcastically, "that was way quicker than our last battle also."

Shocker growled under his mask, angered at his quick defeat. The smoke was beginning to clear up now. Spider-Man turned around and saw Goblin at the far end of the office, threatening to push Kingpin out of the window.

"**Be careful, Spider-Man, one more move and Fisk is road kill!"**

"I don't know what you have against a man like Fisk. I can only assume you want his money."

"**Ooooh, quite the detective aren't we?"**

"That's because I know who you are . . ."

Goblin laughed hysterically, **"Of course you do, Spider-Man! I told you!"**

"You what?"

"**I am the Green Goblin!"**

_He's completely delusional, I wonder if his wonder drug had any side effects . . . or maybe . . . maybe what I've been thinking about is all wrong. Sure, Norman Osborn is possibly the man behind the mask. But who's really in control? Norman? Or his second personality that Harry kept worrying about. Didn't he say that if he was pushed so far, that it could be permanent?_

_(Harry and Peter after classes a few days ago)_

"_I understand . . . So are you sure you don't want to come over?" Harry asked as they exited Empire State University._

"_Do you need me too for any emergency reason?" Peter asked, noticing he was being persuasive._

"_Well, no . . ." Harry said unconvincingly_

"_What's wrong?" Peter asked, knowing something was wrong with his friend._

"_It's my dad . . . we went to the doctor the other day and apparently if this 'condition' becomes any more apparent, and fights to take over his conscience, then it could permanently take over."_

"_Oh . . ."_

"_Yeah, and then last night I was in my dad's office, and there was a message for him, from Toomes."_

"_Toomes? What it'd say?"_

"_Something about dying by vultures and toppling dictators, I'm not really sure, but it's worrying me. The last time he made an attempt on his life, his illness started."_

**Present**

Goblin held Spider-Man at a dilemma; he knew that Goblin would eventually push him out the window. He could see it in his eyes. But if Spider-Man took one wrong move, Spider-Man may not get the chance to save Fisk. His size for one thing, would make it difficult.

"You think you can get away with this?" Fisk asked as he stood against the window, not even bothering to put up a fight.

"Listen, fat man!" Goblin turned to face the Kingpin, "the one with the most power is going to win, right now, were about to find out who that is!"

"It's all about power isn't it?" Spider-Man said as he closed in on Goblin.

Goblin turned around and Spider-Man's foot landed flat against his face. Green Goblin was detached from his glider, and he flew through the glass, and out the window. The glider immediately flew backwards and down to the Goblin.

"Thanks for the distraction." Spider-Man nodded to fisk before he followed Goblin outside.

Fisk snarled at Spider-Man as he jumped out. Fisk wanted to grab him and choke him to death right then and there. To let him escape his grasp made him sick and angry. Wilson quickly left the office, passing by the Shocker who was on the ground.

"Fisk!" Shocker yelled out, he was still blind, but able to hear him walk by.

"You know that I can't have disappointments in my organization . . . the cops will be here shortly."

"FISK!" Herman yelled out as he was unable to move.

**Meanwhile**

Green Goblin had retained his balance on his glider. He flew around a nearby building that Spider-Man stood on.

"I know you're under that mask Osborn!" Spider-Man shouted out.

"**Osborn is dead, Spider-Man! There is only the Green Goblin!"** He screamed menacingly, **"I don't know how you figured out about us, but at this point it doesn't matter! You won't live to see the face of Norman Osborn ever again!"**

"Normally, I wouldn't mind, but he's not as ugly as the face covering his."

Green Goblin extended the blades on his glider, and flew toward Spider-Man. He leaned backwards, which allowed Goblin to fly over him. Spider-Man shot a web line to the back of the glider, and held on for the ride.

_I can't let him get away. This guy is too dangerous. Norman was just a pawn in this whole game. His second personality took over his mind, implemented Project Green, and used the weapons and costume to dish out his own plans. Right now I have to focus on one thing – bringing back Harry's father, if I can . . ._

Spider-Man climbed the web line attached to the glider. He soon was in distance of grabbing Goblin. He reached up for his leg, but was grabbed by the Goblin, and pulled up.

"**Na, ah, ah!"** Goblin said. He tossed up the hero into the air, and punched him in the gut, sending him flying backwards. Spider-Man wasn't going to give up though. He shot another web line, but this time, at Goblin, not his glider. The weight and momentum of Spider-Man pulled Goblin off of his glider, and toward Spider-Man.

They were both falling at high speeds as Goblin went in for a punch when he closed in on the web slinger. Spider-Man dodged, and went in for his own punch, but Goblin was too quick. The glider itself was catching up with the falling fighters. Just before they hit the ground, Goblin landed and balanced himself on his anti-gravity device. Spider-Man shot a quick web line to a building to avoid being plastered against the concrete.

"**What's wrong, Spider-Man? Finally found someone to match your speed and strength?"**

"No, I just hate how your costume is so much better than mine!" Spider-Man quipped in return.

Spider-Man lunged at Goblin, who raised his glider higher in the air. The blades at the front were extended and ready to impale the hero. Spider-Man reacted quickly, by adjusting in mid-air, and grabbing the right wing of the glider. He flipped around, and landed on the glider, face-to-face with Goblin.

He punched the unsuspecting villain in the face. Goblin flew higher, trying to make Spider-Man fall off, but his feet were held tight to the glider due his powers.

"What's wrong Goblin? Found someone to match your power?" Spider-Man yelled out.

As they approached the top of a nearby building, Spider-Man lunged at Goblin, tackling him off the glider, and onto the rooftop.

"**Get off me!"** Goblin yelled, before kicking him off, sending Spider-Man to the ground.

He pulled out two razor blades from his carrier, and threw them like Frisbees. Spider-Man quickly took noticed, and used his hands to push himself up into the air. He shot continuous web bullets at the Green Goblin. However, he rolled out of the way, pulling out a bomb as he came around. Spider-Man landed on the ground, and looked up. He noticed the bomb heading toward his way, but it was too late to dodge it.

It exploded in mid-flight, and sent Spider-Man to the ground. Goblin took advantage of his quick strike, and ran toward the wall crawler. He pulled out a bomb from his bag. Spider-Man's eyes widened as he realized Goblin had an easy opportunity to kill him, so he shot a web at Goblin's hand, sticking the bomb to him.

"**No!"** Goblin screamed as he tried to pull the webbing off, but it was too late. The bomb exploded, and Goblin was sent soaring through the air, and onto the ground.

Spider-Man stood to his feet; recovering from the blast he took earlier, and looked down at the Goblin, who lay before his feet. The whole right side of his costume was destroyed. His right hand and forearm was covered in blood, and burn marks were seen on his shoulder and side.

"Osborn . . . I have to get him to a hospital, quickly." Spider-Man said.

However, unbeknownst to him, the glider was still live and the knives were still extracted. The glider appeared out of know where in front of Spider-Man. He ducked below the glider and turned around. The glider was making a turn around. Spider-Man shot two web lines at the back of the wings, and stood his ground.

The glider was still in the air for a while, but was smart for a technology. It backed up and zipped toward Spider-Man once again. The web slinger was prepared for more dodging, but something was holding him back. Goblin had him in a choke hold. Spider-Man grabbed the Goblin's arms, and like a wrestler, threw him over his back. Spider-Man then dived to the ground to avoid the glider, but the exposed Goblin could not. Goblin turned his head, and took a blow by the wing of the glider.

Goblin immediately was knocked out, and fell hard to the ground. The glider flew out of control and exploded when it rammed the building nearby.

Spider-Man walked over to the nearly dead villain, and removed what was barely left of his mask. Norman had a huge gash on his forehead from the glider, and with the other injuries he sustained, he wouldn't be alive much longer if Spider-Man didn't get him help quickly.

**Early Next Morning – Hospital**

Harry lay in his hospital bed. He found it really uncomfortable, especially since he wasn't able to lie on his side. Numerous things kept him awake besides his broken ribs; the big thing was his father, who he hasn't heard from in a whole day and a half. It's like he doesn't even care about him anymore.

As he went through his thoughts, he noticed that there was another heart monitor going besides his. He hadn't shared a room with anyone, so this person must've been brought in while he was sleeping. He turned to his right, and looked at the man next to him. There was hardly any light in the room besides the faint morning sunrise that shone through the window.

He was stunned to see that the person beside him was his father. Bandages that were soaked with red blood covered his entire forehead, and there were splotches of bruises and abrasions on his face.

"Dad?" Harry muttered, "Oh my god, dad!" He said a little louder.

He was so surprised, that he moved out of position, and a sharp pain shot through his chest. He clinched and as a doctor opened the door.

"Harry, what is it?" The Nurse asked

"My dad . . ." Harry mumbled in pain

"Oh, he was brought in last night by Spider-Man. We figured he would want to be in the same room as you."

"What happened to him?"

"We don't know . . . he has third degree burns on his right arm and hand, and stitches will be needed for the massive gash on his forehead, also, he seemed to receive a major concussion that could result in memory loss."

"Memory loss? Will he know who I am?"

"It appeared to only be short term from what I can tell, but we won't know the true condition until he awakens and we can conduct some tests on him."

"Oh . . . okay . . ." Harry responded as he returned to his dad. The nurse left the two alone in their room.

"Spider-Man saved him again . . . I wonder who was after him this time . . ."

Outside the hospital walls, Spider-Man looked through the hospital window. Harry and Norman both lay in their beds.

"From himself, Harry . . . I just hope that the Norman that wakes up is the father that has raised you." Spider-Man said before swinging off into the distance.

**

* * *

**

A Funeral Home, New Jersey, Two days later

Alastair Smythe, the son of Spencer Smythe, sat in his wheelchair, and overlooked his father's body in the open casket. Alastair had long, blonde hair, and a face similar to his fathers. His father may have been a spiritual man, but Alastair was going through some troubles. He had a hard time accepting why he was placed in a wheelchair for life and sometimes cursed God for it. He planned on asking his father for help, and hoped he would help him through the hard times. However, a moment like this is when he was weak, the perfect time for any person to strike.

"Hello, Alastair." A deep voice said from behind him.

Alastair turned his chair around to face the massive man known as Wilson Fisk.

"Who are you?" He said with a troubling tone in his voice.

"My name is Wilson Fisk. I am an associate of your father's. I understand that you are going through a hard time right now."

"You know nothing of what I feel." Alastair said.

"Well, what would you say if you could avenge your father's death?"

"What the hell are you talking about? My father was . . ."

"Murdered." Fisk stated harshly.

"What are you saying; he was caught in an accident."

"No . . . this was the doing of a man. A man with superhuman abilities that surpass any human being."

"Who? Who did this?" The young Smythe questioned.

"Spider-Man." Fisk declared.

**

* * *

**

Next Chapter: Love Hurts, Part 1


	15. Chapter 15: Love Hurts, Part 1

**Author's Note: Hello to all readers! I know it's been quite a while since the last chapter has been posted and since I've visited fanfiction, but I have returned for now! Believe me, I do not plan on completely ditching this site anytime soon, despite some random absenses. With all that out of the way, I present to you the beginning of the third arc I am producing in this series! I really hope you enjoy it! The last chapter really ended on a strong note and I hope that this continues it! Please review! I enjoy the comments! Also keep an eye out for future releases coming soon! now, without further ado . . .**

**The Marvelous Spider-Man**

**Chapter 15: "Love Hurts, Part 1"**

**Previously . . .**

Dr. Connors returned to Empire State University to be approached by Miles Warren. He told him about a secret agency that retrieved his blood. The blood was found to have signs of mutant DNA. Although he denied it, Dr. Connors now is no longer teaching the science classes.

Mr. Robertson finally caught wind of what he was up to thanks to Betty, who gave him an earful, but caused him to see the light of his become like Jonah. Meanwhile, Felicia Hardy came to the Bugle to give Eddie Brock his next story, and her number.

The whole affair between Toomes/Vulture and Norman/The Green Goblin has come to a close for now. Adrian was taken to jail by Spider-Man, while Green Goblin was beaten in a brutal battle between him and the hero. The battle caused Spider-Man to defeat the Shocker, but unknowingly save a crime lord, the Kingpin. The Kingpin used some shrewdness to sway Alastair into thinking Spider-Man murdered his father. Although Goblin completely took over Norman's mind, He was hospitalized and placed in the same room with his Harry. He was out, and had yet to be tested on.

While one drama has ended, there are still some decisions that are out there for Peter. His first date with Mary Jane went very well. They danced; they ate, and had a great time. But while this is great for him and Mary Jane, he is slowly hurting Gwen, who had finally decided to move on with him. Liz has been a real comforter, but is also dealing with her relationship problems, and has yet to talk to Flash in a few days.

Now it's been just a little over a week since the Goblin incident . . .

**Hospital just outside of Queens**

"Have you ever seen anything like this, Dr. Bromwell?" a nurse asked as she looked at the patient.

"Never in my twenty years as a doctor." He replied as he stared in confusion.

"How is he?" she asked again.

"He's alive, but unconscious, I think . . ."

"You think?"

"Well, the strange thing is that our scans show that his brain waves are as normal as if he was awake and walking about."

"Is he asleep?"

"No, we tried waking him . . . we've done some tests and we think that these "things" jutting out of him are, and call me crazy, but, we think they're alive."

"What does that have to do with his brain waves?" she asked.

"Well, see this small piece on the back of his neck, it's actually connected to his brain stem in three places. So we're thinking that although he did this for his control, with him being unconscious, it's easy for these 'arms' to take control, and they're using his brain to live off of, in a sense."

"Why would he do this to himself?"

"I don't know, we're going to have to perform surgery here in a few minutes, the only risk is that if these things are really connected to his brain, a quick disconnection could send a jolt, killing him instantly"

The doctor left the room, leaving the nurse alone with the patient. She continued to study the stationary body. He laid on his front on the table. He had several burn marks on his arms and legs. From his waist up to his chest was a thick, metallic belt. On the back, protruding out were four very long metallic arms. At the end of the arms were three metal claws that looked as if they could function as fingers, but also as weapons.

The arms lay on the floor motionless, but something was still very eerie to this nurse. The only noise in the room was the heartbeat monitor; however, like ghosts flying through the air, she could hear small whisper.

_They're going to kill you . . ._

She walked over to the open window and closed it, thinking it was just the wind blowing through.

_You have to get out . . ._

She looked to her left, and to her right, continuing to hear the quiet whisper that carried through the room.

_We will help you . . ._

The nurse began to shake. She could feel another presence in the room; however, it was not a spiritual presence as she thought. It was physical. As she quickly walked over the arms, trying not to stumble, the third arm lifted. She tripped and her head landed hard against the table. The tray setting on it was flipped, and several instruments flew into the air.

The nurse managed to dodge the more dangerous objects, but she still wanted to get out as quickly as possible. She struggled to pick up her feeble body, but once she did, she didn't move. She stared into the eye of the claw at the end of the arm. It glowed a bright yellow as it just stayed still in the air. Behind her, however, the other arms were moving and slowly surrounding her.

_Now . . . wake!_

**Hallway**

The doctor walked back down the halls with two surgeons, planning to perform an operation on the individual. Suddenly, a loud scream was heard coming from the room. The three doctors glanced at each other quickly before darting toward the patient's room.

They opened the door to see the man known only as Doctor Octavius standing strong on two of his four metallic arms wearing a hospital gown.

In the right arm, the nurse was tightly constricted; she struggled, but could barely move.

"Octavius!"

"Silence, fool!" He responded, "You thought you could just end my life as easy as that!"

"What are you talking about? We . . ."

"Say no more doctors! I will not be taken down by the likes of you!" He shouted.

Two policemen suddenly entered from behind the doctors, drawing their weapons.

"Freeze, let down the girl!" the policeman commanded

"Oh, this one?" Ock said menacingly.

Quickly, Octavius threw the young nurse toward the guards. They tried to react, but they were knocked down by the force of the girl. The maniacal scientist then clawed his way over the fallen doctors, and began to crawl through the halls of the hospital, using his four new limbs.

_Leave . . . power . . ._

"Oh yes, yes . . . YES!" He shouted

When he came to the end of the hall, he looked out the window. It was a five story jump, something no ordinary legs could live through.

_Jump_

Octavius looked back, noticing the two cops beginning to give chase. He then leaped out the glass window, shattering it. One of the cops fired a shot that hit a metallic arm, but it just bounced right off, causing no damage to the technology.

The four arms extended below Octavius and landed firmly on the street below. The few civilians there were around fled the scene quickly. They contracted, lowering Octavius slowly down near the ground.

He looked around, scanning his surroundings. Across the river, in Queens, he saw exactly what he wanted.

Octavius climbed his way to higher ground, and made his way to the Queensborough Bridge, escaping the cops.

**Moments Later . . .**

Peter sat on the living room couch with the television on low, talking to Mary Jane over the phone.

"So, how's Liz doing?" Peter asked.

"Well, she's still a little shook up from the whole incident with Flash, but I told her it was for the better."

"Yeah no kidding, he's a big jerk." Peter responded.

He waited a few seconds and received no response from Mary Jane.

"MJ? Okay, I didn't mean it that badly . . ."

He continued to hear no response

"Hello? MJ?"

Seconds later, the television and lights all shut off.

"Aunt May?" Peter yelled out

"Peter, what happened?" She responded from the kitchen.

"I don't know all the electricity just went out!" Peter shouted back.

Aunt May came into the family room holding a wet dish and towel in hand, "Is there a storm?"

"I haven't heard anything." Peter said.

He turned around and walked out the front door. He looked around and noticed that the whole neighborhood was out of power. Neither a single street light nor house light was on. As he continued to scan the area, he noticed a large amount of light coming from the far corner of Queens.

Aunt May walked outside, "What is that?"

"I don't know, but whatever it is . . ."

Peter was suddenly cut short by a loud explosion. Peter turned and covered his Aunt May out of heroic reflexes. Peter could see large clouds of smoke and fire in the distance and immediately jumped to help.

"Aunt May, stay safe here, I'm going to go check this out."

"Peter don't, you could get hurt." Aunt May said worryingly.

"I'll be fine, Aunt May, I just want to get some pictures. I'll be back! I promise!" Peter said as he ran down the street of the neighborhood.

Aunt May hesitantly went back inside. She hated letting her nephew go on these dangerous photo missions. But she also knew it was his responsibility to get the best picture for the Bugle. She sat down on the couch in the dark, but realized she sat on something. She picked up the object and noticed it was Peter's camera.

"Oh, dear me, Peter runs off and forgets his camera." Aunt May said to herself, "I had better go take it to him."

**Queens Power Plant**

Peter arrived at the power plant as Spider-Man. He gazed around mainly searching for any civilians that might have been caught in the blast. He noticed a few workers were making their way out of the building as it was consumed by fire. The blast radius left the area filled with fire and debris.

Spider-Man quickly swung down and entered the small building, "Is anyone still in here?" He shouted through the building as pieces of roof began to collapse. He noticed that the majority of the station was underground. The hero bounced down the stairs and saw something he did not expect. He was happy to see that the workers escaped through a small hatch that led outside, but was not happy to see four large metal tentacles absorbing electricity through the pipelines.

"Hey!" Spider-Man yelled.

Doctor Octavius turned around, his face hidden in the shadows of the darkened basement, "Well, if it isn't the Spectacular Spider-Man!"

"Actually its 'marvelous', I didn't want to bother with the lawsuit and everything." He replied.

"What are you doing here?" the doctor asked.

"What do you think? I see a creep with four large arms draining power from several neighborhoods, and you don't think that calls for attention?"

"Silence!" He yelled.

The villain turned around and swung one of his four arms at Spider-Man, who dodged the attack simply by jumping.

"Oh so you are in a fighting mood!" Spider-Man said.

He shot two web lines that attached to the doctor's hospital gown and pulled with all his strength. The tentacles continued to latch onto the electric wires, causing sparks to fly all around the room, but eventually Spider-Man yanked them off, and the doctor was sent flying into the concrete wall.

The doctor retaliated quickly, however, using one claw to grab Spider-Man by the neck before he could respond, and throw him upwards through the hatch which led back to the power plant grounds.

Spider-Man took a hard hit from the door, which he flew right through, and landed on the hot ground. He could see fire trucks beginning to file in to take out the small fires that were consuming the area, but when he turned around, he saw his foe face to face for the first time.

"Doctor Octavius!" He said in surprise.

"No, Spider-Man, no more . . . I am Doctor Octopus!" He screamed maniacally.

**Empire State University, one day ago . . .**

It's been an entire week since the Green Goblin incident, and since then, things have been a little slow. Peter has only had to put on the Spider-Man costume twice this week for a couple of lousy robberies, which has allowed him more time to focus on his relationships, especially Mary Jane.

They've been on two more dates this week, and they couldn't have gone any better for Peter, who has enjoyed every second with her. This has caused some tension between Gwen and Peter. Although they will still occasionally talk, it hasn't been more than a five minute conversation or "What was the assignment?" sort of deal.

On the downside to that, due to Lizard ordeal, Dr. Octavius has permanently taken over the science classes Connors used to teach. He has also been working very hard on his experiments to try and convince Miles Warren that he deserves the job of head scientist. Dr. Connors has stayed inside of his lab the whole week, trying to cook up a cure that would deplete his Lizard formula.

Classes were just let out. Dr. Octavius had gone through another grueling session with them. Peter was the first to leave the room. He hurried out to the lobby, and saw Mary Jane standing there. A smile grew on Peter's face at first sight of her.

He walked up behind her while she was turned around, and wrapped his arms around her waist. He leaned in to her and said, "Guess who."

"Well, you better be Peter or your about to be thrown half way across the room." MJ responded.

"Oh, feisty!" Peter said as he and Mary Jane turned to face each other.

Mary Jane, "So, tiger, what are our plans for today."

Peter continued to hug her when he looked up and saw Harry leaving the building.

"As of now . . . talking to Harry." said Peter as he released Mary Jane and headed toward the exit.

"Wow I didn't know I had competition!" Mary Jane joked as Peter was leaving her vicinity

"I'm sorry, I can't resist! I'll be right back, red." Peter responded.

"You know how I hate that nickname!" Mary Jane smiled as he exited the building.

While Peter left Mary Jane, standing against the far wall of the lobby was Gwen. She held her books against her tight. She had been there watching the two, just before Liz walked up.

"Why are you torturing yourself?" Liz asked.

"I'm having a bad week, okay? Mary Jane has been flaunting herself at all three classes this past week."

"No she hasn't. She here's to see Peter, and that's it. She's actually a really nice girl if you get to know her."

"I'm glad that you're gaining a new friend out of this." Gwen replied.

"Gwen, come on, you need to get over this."

"It took me forever to get into it. You were the one who convinced me anyway, why would I want to get out?"

"Because all you're doing is hurting yourself. Just face facts, right now, Peter is dating Mary Jane."

"It seems no matter what I do I get hurt!"

"Gwen, you're not going to turn emo, are you?"

Gwen looked at Liz in response to her sarcasm, "This isn't a joke, Liz . . . just once . . . I wish things would go my way, you know?" she said with a little more sincerity in her voice and less anger

"Well, that's not always going to be the case. Sure, things haven't exactly gone the right way for you, but you can't sit back and cry over it. When I gave into . . . drinking, at the party, I sat around and cried over and over, and then I talked to Harry. . ." Liz continued, "He told me that although we may fall, the real victory is when we get back up."

"Wow, that's deep for Harry."

"That's what I said . . . but he was right, and I did. I forgave myself for what I did, and forgot about Flash."

"Until he called you at the stadium . . ."

"Yeah, well . . . that's a whole 'nother story." Liz said.

"You need to talk to him." Gwen responded.

"I'm afraid to call."

"Why?" she asked.

"Because last time I tried to break up with him and . . . I never did it."

"Do you still love him?"

"Gwen, I never loved him . . . I thought he was a cool kid in high school, and I've never really thought over the future. . ."

"Until now . . ." Gwen finished her sentence.

"Yeah"

"Then just get it over with."

"I can't, I don't want to hurt him."

"You're just hurting yourself." Gwen replied, using the same words Liz used on her.

Liz nodded at Gwen. Suddenly this whole motivational speech had turned on her, and brought her back to something that has been haunting her this whole week. Flash hadn't been seen at ESU in a week and a half. While a part of Liz still worried about him, another part just wanted him to stay away so she can move on, but she couldn't do that until she finally ended it.

**Meanwhile . . .**

Peter walked out of Empire State and saw Harry waiting for a cab. Harry was released from the hospital a day after his father was hospitalized. Although he had missed several classes, Dr. Octavius showed a little grace due to his injury. However, Harry has had no time to focus on school work.

"Harry!" Peter yelled out.

Harry looked over his shoulder to see Peter running up to him.

"Hey man." Peter greeted himself.

"Hey." Harry said in a miserable tone.

"Any news on your dad?"

"No . . . it's been a whole week, Peter, and he still hasn't woken up from his coma. What if he never wakes up?"

"He'll wake up, Harry. I know he will, and he will be there for you, just like you've been there for him this whole time."

"I hope so . . . I wouldn't know where to go if both my parents were gone. I mean, although my dad isn't around as much as I would have liked, he's still my father. He's a parent. You know?"

"I felt the exact same way about my Aunt May and Uncle Ben, and still do. I look at them as parents."

"Yeah, but if he was to go . . . Peter your practically the only family I have left."

A taxi cab pulled up for Harry. He opened the door and got into the cab, Peter leaned over the cab.

"Hey . . ." Peter said.

Harry looked up to him, Peter smiled, "Aunt May and I are always here for you."

"Thanks." Harry said simply.

"Keep me updated." Peter said as he was closed the cab door.

**Meanwhile, inside Connors labs . . .**

Dr. Connors has spent countless hours in this lab. He had been studying every formula, every piece of human and lizard anatomy, and through it all, he has slowly felt the transformation cooking up inside of him. It's small, but it's there, and something he has felt for the past few days. Through all the stress, Dr. Octavius arrived after his class.

The two doctors haven't been the best of friends lately due to the fact that Octavius has taken over Connors job and continued to rub it in. Connors tried to keep a straight face however, hoping to conceal the anger, or in other words, contain the Lizard.

"Still working hard on the cure, I see." Octavius said, really just to annoy Connors.

"Still teaching the students something they don't understand?" Connors responded as he filed through some vials.

"They are getting a proper education." the doctor responded.

"Octavius, you are not teaching them, you are lecturing them about your fusion experiments. Something that's at least eight years beyond their level! Some of these kids really want to grow up to be like us, and you can't force something on them their not ready for!"

"You also can't set the example of turning yourself into a rampaging reptile!" Octavius snapped back

Connors sighed at the response, and turned back to his work. He has been taking enormous heat from just about every other scientist in the lab. Even the neighbors give him weird looks when he goes home.

"Octavius, you're a brilliant scientist, but . . . you're not a teacher."

"You're just upset of the idea that I could become the head scientist at this facility, as well as head science teacher. Face it Curt, you've lost! Your time is running out on a cure and I am presenting my fusion experiment this weekend and running the final tests tonight. I am going to show you up and you will be walking away with your slimy tail between your legs." Octavius closed the lab doors.

Connors took every bullet that Octavius shot at him. The angrier Connors became, the easier it was for the Lizard inside to take him over. Connors kept his cool, but Octavius was close to pushing him over the edge.

**Daily Bugle**

J. Jonah Jameson had been away from stresses for a whole two weeks now. He had been away from his paper, his issues, and of course, Spider-Man. He walked through the front door of the Bugle building not wearing a suit, tie, or slacks. Instead, he waltzed into the elevator wearing a flowered Hawaiian t-shirt, white cargo shorts, and sandals.

"Aloha!" Jameson cried out when the elevator doors opened.

Everyone stopped working and stared at Jonah for several seconds.

"Well don't everyone welcome me back at once!" Jonah snarled.

Robbie was the first to walk up very cautiously, "Jonah . . . is that you?"

"Of course it's me, who were you expecting? The muffin man?"

"No, no, I've just never seen you so laid back!" Robbie said, still in surprise of Jonah's behavior.

"Well, I've done a lot of thinking the past few weeks, and frankly, I've never felt better!" Jonah said as he started walking to his office.

"Hello, Ms. Brant, what's on the agenda for today?" Jameson said quite cheery.

"Well, we have a sports page on the Mets trading their . . ."

"Next . . ." Jameson interrupted.

Betty flipped through a few notes, "Oh, the mayor . . ."

"Next . . ." Jameson once again interrupted, "Don't you have anything on Spider-Man? Where's Peter anyway? I thought I gave him a raise, isn't he supposed to be at work?"

Robbie put his hand on Jameson's shoulder collecting his attention, "Actually, J.J., Peter's been here every day for the past week. He says Spider-Man hasn't been around much lately. I guess when the hero's life slows down, so does his."

"Well then, Robbie, run the mayor story on front page! It's the best we got!" Jameson said loudly as he entered his office.

"But you don't even know the story . . ." Betty said as he closed his door.

Ned looks over from across the room, "Is that the story where he was caught drunk and . . ."

"Yeah, yeah, yeah, I don't need to hear it again, Ned . . ." Betty interrupted.

**J.J.'s Office**

"I have to say Jonah; I am just astonished about this."

"You know, Robbie, the vacation was just what I needed. It was great to spend some time away from the world. Have you ever been to Hawaii? It's an amazing and very romantic place!"

"I see you and the wife had some time alone . . ."

"You bet! And we got some great news while we were down there. You know my son, John, right? And how he's on the mission up in space?" Jameson asked excitingly

"Oh yeah, he's exploring that new wave of asteroids that are flying by earth . . . aren't they calling the leading rock Asteroid M or something?"

"Yeah, sure, but he's coming home in two weeks! It's been forever since I've seen my boy. Just so you know, the Bugle is hosting a return party for the astronauts when they return and he's taking front page!"

Robbie laughed at his excitement, "Okay, Jonah. I have to say, it's great to see you in this mood."

"You know, Robbie, it feels great!"

**Later that Day**

Peter walked along the sidewalks of Midtown West with Mary Jane. They had just come back from a nice lunch and Peter decided to walk her home . . . he also didn't enough money for a taxi cab.

"Next time I think I'll bring some emergency cash with me." He smirked to Mary Jane.

Mary Jane smiled, "On the bright side, I get to spend more time with you though." She said as he wrapped her arm around him and laid her head on his shoulder.

"I'm glad to know your just as happy about it as I am . . . maybe I should just forget the cash every time we go out."

Mary Jane laughed as they continued down the street.

"So do you not have to work at the Bugle today?"

"Nope, I'm kind of on a loose schedule. I can really come into work any day I want; as long as it's three days a week and I send in photos consistently."

"That's nice!"

"Yeah it is, I've been there for the past five days, so I figure I took take a day off for you."

"How sweet! Is your boss back yet?"

"He's supposed to come back today!"

"Don't you want to see him?"

"Actually he's half the reason I didn't even go." Peter said, "He's the not the happiest guy in the world."

"A real jerk, huh?"

"Well, no, just stressed. He puts too much on his plate that doesn't need to be there. I mean, he has so much hatred for Spider-Man that he's constantly angry, and with all the work he does at the Bugle already, it's just piling up."

"Has someone talked to him about it?"

"I'm sure they've tried . . ."

Mary Jane and Peter soon arrived at her neighborhood.

"You know you don't have to walk me all the way to my house, I think I can manage a few blocks." She said smiling.

"Are you trying to rid of me?" Peter said with a fake sadness.

She slightly pushed him away, "Yes, get away from me! You drive me crazy!" Mary Jane joked back.

Peter laughed along with her as they began to approach her Aunt's house. They walked up to the doorstep. Peter leaned against the house to face her. He stared into her eyes for a few seconds, smiling.

"What?" She said, feeling uneasy about his constant staring, but smiled, knowing what he was thinking.

"You're beautiful."

Mary Jane smiled as Peter stood there for a few moments when things suddenly turned to an awkward silence. Mary Jane looked up to him as she also stood there awkwardly.

"Well, I have to get to back home; I told Aunt May I'd be home for dinner tonight." He said, scratching the back of his head.

"Right, right . . . well, I guess I'll talk to you tonight?"

"Yeah, yeah, I'll call you . . ." Peter said as he walked off the porch onto the streets.

"Okay . . . bye." Mary Jane said as she walked into her house.

**Meanwhile . . .**

Liz sat on her front porch reading a book. She spent most of her time outside. Inside her family didn't get along too much. Her brother, Mark Raxton, Gwen's ex-boyfriend, had left home several months ago. Liz considered him lucky that he didn't have to suffer listening to the constant arguing that went on. She used to go out with Flash, hoping that she could find happiness there, now she just reads, which is hard for her because she hates books. However, it drowns out the constant commotion around her.

Today was a little different however, because something broke that reading quickly.

"Liz?"

Liz looked up from her book and was shocked to see Flash standing in front of her.

"Flash!" she said in surprise, "What are you doing here?"

"We haven't talked much lately, and you haven't been returning my calls."

"Yeah, I've been busy . . ."

"Don't give me that Liz, what's up?" Flash asked, demanding an answer.

Liz took a deep breath as she put down her book. She went over what her and Gwen talked about earlier today.

"I-I can't do this anymore, Flash."

"What?"

"Us . . . I can't do it." Liz stuttered.

"What do you mean? I thought after the concert, I . . ."

"You won me back?" Liz interrupted.

Flash stood there silent.

"You think one heroic act is going to clear everything that's gone on between us?" she asked.

"Are you still mad at me for the party?" Flash asked.

"No, Flash, it's more than that. It's you never being there for me! It's always, always about football and basketball star Flash Thompson."

"No it's not Liz, I care about you!"

"This has gone on too long Flash. I've held this back for too long and I can't hold it in any longer, I'm tired of it!" Liz

"I didn't come all the way to your house just to be broken up with." Flash said.

"Then I guess you shouldn't have come." Liz responded.

Flash stared at Liz intently, "It's someone else, isn't it?"

Liz didn't respond as Flash put his hands into his jacket pockets, turned, and walked away. Tears ran down Liz's face as he walked away. She felt good to finally tell him how miserable she's been, but she knew she had hurt him. It was a bittersweet moment for her.

**Later that Night – Empire State University Laboratories**

Doctor Octavius prepared to perform his first official test on nuclear fusion. He had been studying all the facts for years, and now, he finally had the technology and knowledge to make his first attempt on a creating an actual fusion reactor.

"This is it. My life's work has come down to this!"

He walked over to the right wall and stared at his greatest creation – the four large metallic tentacles

The arms boasted a metallic sheen that glimmered in the light. When not extended, there were black lines that showed the point of extension. When they extended, the smaller wire, which was still pretty big, stretched longer, however, this was a major weak point in the arms as there was no protection from the metallic armor. The end of each arm possessed three claws which were about six inches long when not extended. When they were used to grab an object, they doubled in length to fully wrap around the object.

The four tentacles were attached to a waistband. Jutting out the top section of the back of the waistband was a long strip of metal that looked like a metal backbone.

Octavius strapped on the waistband which connected in the front. The metallic vertebrae attached to his back, and a small chip at the end of it stuck into the back of his neck. Although, it couldn't be seen, three fibers extended inside his neck, and attached to his brain stem in three different areas. Octavius felt a small sting from the connection, but it was over quickly. He had tested this several times, and was used to the connection and disconnection.

"Finally, my boys." Octavius said, talking to his helpers, "We are about to make history!"

Octavius entered another area of his lab that was sealed off with thick glass. All the components were set up to perform his experiment with nuclear fusion. He had a giant canister in the middle of the room that contained a unique liquid comprised of a combination of several different radiated elements.

On the sides of the room and under the canister were large mirrors, angled to certain proportions.

Hanging from the ceiling was a giant piece of machinery called the laser emitter. Octavius's key to the experiment was to send a unique laser into the canister. The laser would then attach to the chemicals inside the canister, after absorbing all the radioactive liquid, Octavius would open the canister, allowing the laser to pass through the bottom. It would then reflect off the mirrors and collide in the middle, creating a source of renewable nuclear energy.

Octavius double checked his mirrors and the laser to make sure everything was set as it should be. After making sure the proportions were set, he stood in a position that was safe from any radiation that may be released through the laser. The doctor started up the laser, and as quickly as it started, it had ended.

A large explosion came from a radiation leak in the canister, and with no containment, the contact with the laser sent it soaring through the lab. Octavius blew back into the thick glass wall which did hold his force, however, Octavius was stunned.

Smoke was sent throughout the concealed room, Octavius tried to move, but his rotund figure made it difficult. He began to choke from the radiation surrounding him. Despite the leak, the lasers continued to release. When they bounced off the mirrors and collided into each other, another intense explosion took place. Octavius was blown back through the glass wall this time. His metallic tentacles shielded him taking the majority of the hit.

Octavius was out cold this time.

**Meanwhile, Connors' Lab**

Connors had only been out of his lab once today for fifteen minutes to eat lunch. He tried not to make himself to open to the public. Those who actually paid close enough attention did give him weird looks. He was starting to feel like an outcast.

He continued hard at his work when suddenly he felt a small shake that caused his test tubes to rattle against each other, as well as a few other objects to fall off desks.

"Earthquake?" He said to himself.

Connors was a little more suspicious considering the length of this small quake. He headed into the lobby of ESU. The place was empty as night classes ended an hour ago. He walked out back into the small park in the campus. He didn't notice anything out of order.

"Maybe I'm just feeling things . . ."

Just as he turned to go back inside, another explosion, louder than before took place in Octavius' lab. He was filled was shock as he remembered Octavius was to perform his experiment tonight. He quickly ran to his lab and entered the smoke filled lab. He found Octavius and his metallic tentacles sprawled over the floor.

"Oh my god! Otto!"

Octavius slowly opened his eyes half way to see Connors standing over him. In complete anger he mumbled to Curt, "You! It was . . . you!"

"What?"

"You son of a . . ." Octavius screamed out before falling back, unable to exert any more energy.

Connors examined his metallic arms, noticing them being strapped to Octavius waist, "Otto . . . what did you do to yourself?"

**Next Chapter: Love Hurts, Part 2**


	16. Chapter 16: Love Hurts, Part 2

**The Marvelous Spider-Man**

**Chapter 16: "Love Hurts, Part 2"**

**Previously . . .**

Kingpin frames Spider-Man for the death of Spencer Smythe so that Alastair will continue in his father's work, meanwhile, Harry worries about his father, who is still in a coma.

A week after the Goblin even that terrorized the city, Doctor Octavius is shown breaking out of a hospital and attacking a power plant for reason unknown to Spider-Man, who was attacked by the newly crowned Doctor Octopus.

One day earlier, we are shown that Peter and Mary Jane's relationship has been going well, except for some weird awkward moments when he dropped her off. Speaking of relationships, Gwen continues to try and cope with Peter's while Liz finally breaks it off with Flash.

Jameson returned to the Bugle with a cheerful look on his face announcing his son's return to earth in two weeks.

At ESU, Connors continues to search for cure while Octavius prepares a nuclear fusion experiment that blows up in his face.

**Angelo's Pizza Place, Eight hours before "The Hospital Break"**

"I can't believe this!" Liz said, "First we have one scientist turn himself into a human lizard, and then another scientist explodes half the campus! I feel were not even safe at this school anymore!"

Liz was clearly upset as she showed her concerns to Mary Jane and Peter who clearly understood what she was feeling.

"Liz, I know things have been kind of crazy lately, but there's no reason to overreact, I'm sure that ESU has things under control. They managed to handle Connors just fine, within a week no one will even remember the Octavius incident."

"I sure hope so! I don't know if I can deal with all this excitement." Liz said.

"I wish my school had this much excitement." Mary Jane entered the conversation, "All we do is show up for theatre practice, take a few classes a week which are as boring as hell, and then go home."

"At least that's normal." Liz added.

"Hey, what's wrong with not being 'normal'?" Peter asked

"Nothing it's just, I don't know, I'm a little stressed right now." Liz responded.

"Yeah, I can tell, what's up?" Peter asked.

"Its personal stuff . . ." Liz answered not wanting to talk about her issues with her family and Flash.

Mary Jane stretched across the table and placed her hand on her shoulder, "We should talk later."

Liz nodded, and took a sip of her soda.

"So, is anyone else going to show up?" Peter asked, "Harry just texted saying he'll be here in about five minutes."

"Gwen said she'd show up, but she didn't know when." Liz added.

"Oh, cool, I've been wanting to talk to her." The last of Peter's sentence trailed off as he looked out the window, noticing someone running away with a purse in his hand and a young woman trying to chase after him in heels, "Excuse me guys, I have to use the bathroom."

Peter then ran outside and rounded the corner of the building.

"Why didn't he just use the bathrooms in the restaurant?" Liz asked.

"I don't know, he's weird like that." she chuckled, "so, talk to me, girl, what's the matter?" Mary Jane said to Liz, quickly changing the conversation.

"It's my family. My parents are always arguing and I just can't get away from it. My brother is somewhere in the city, but he's never home doing God knows what, plus . . . I broke up with Flash yesterday."

Mary Jane showed a look of concern for Liz, which is something she does often. If it's one thing that separates her from most people is that she really cares about people, and wants to do all she can to fix their problems.

"Liz, I'm sorry about Flash."

"I am too, but I'm trying not to be, I really have been wanting to for a while now, I just can't help but feel bad."

"It happens in break-ups, you'll always feel bad for the other person, but he'll get over it and so will you. If the relationship never worked out than it was for the better." Mary Jane said, offering the comforting words.

"Now all I need to do is move out of home and all my problems will be solved."

"Why don't you? You're old enough, in college, what's holding you back?"

"Money . . ."

Mary Jane then realized the problem, "I'm sure something will come up soon." Mary Jane said, trying to sound encouraging. MJ noticed Gwen walk through the front door of the restaurant, and waved her hand, showing her where they were sitting.

Gwen felt a little uneasy going over to sit with Mary Jane, even without Peter being there. She wanted to be strong though, and fight through the feelings. She was determined to not make this an awkward moment.

"Thanks, MJ, I sure hope so!" Liz said, also trying to be positive.

"Hey guys!" Gwen greeted her friends, "Where's Peter?"

"He's using the little boy's room." Mary Jane said.

"Ah, I shouldn't have asked." Gwen laughed.

As she took a seat, Sha Shan walked up to their table, "Hey Gwen, what can I get you to drink?"

"Hey Sha, I'll just have some water." She responded.

"Be right out." Sha Shan told her friend.

"So, guys, what's up?"

"Nothing, really, Liz was just filling me in on her break-up" Mary Jane filled Gwen in.

"Oh, how are you doing, Liz? I had hoped you were going to feel better than last night when you called."

"I am." Liz smiled, "Just kind of getting used to the fact that I don't have this hanging on my back any more. It's kind of nice!"

The talk settled down a little, Sha Shan brought Gwen's water, and left to go wait another table.

"I really hope Harry gets here soon." Liz stated.

Gwen showed a surprise look on her face, "Why?"

"Oh, well, I want to know how his dad's doing, he's been in a coma for more than a week now." Liz quickly answered.

"Yeah, it is a pretty scary situation; Peter told me that he may have some memory loss." MJ added.

The conversation simmered down for a few seconds before Mary Jane saw Harry enter the front.

"Speak of the devil!" Mary Jane said

Harry scanned the restaurant before he recognized Mary Jane and Gwen looking in his direction. Harry nodded at them and walked over to the table. He grabbed an unused chair of an empty table nearby, and sat down at the end of the bench.

"Hello, ladies!" He said in somewhat of a cheery tone.

"Wow, Harry you're in a great mood." Gwen pointed out, noticing it right away.

"You know, today has been perfect. I woke up to a perfect breakfast prepared by Bernard, our family butler. Then as I left the building I found a twenty dollar bill on the ground that didn't seem to belong to anyone so, I got a free cab ride, and the driver got a very generous tip! Plus on the way here, Dr. Stromm, my dad's business associate called me and told me my dad is showing signs of consciousness! He's responding to some talking, and also mumbling!"

"That's really great Harry; it's so great to see you in this mood!" Liz said.

"Yeah, you know, after all the drama that's been going on lately, it's nice to see everyone so happy!"

Harry then noticed that his best friend wasn't at the table, "Hey, where's Peter?"

Suddenly, Peter walked through the front door of the restaurant.

Gwen stared at Peter realizing that fighting off her feelings was going to be even harder than ever. It also wasn't helping that she stared at Peter as he walked closer.

Suddenly, the morale of the restaurant went completely down. Everyone could feel the tension of between Gwen and Peter, especially Gwen and Peter themselves.

"Hey Gwen . . ." Peter said as he approached the table.

"Hey Peter." She said, turning to take a sip of her water.

Peter then scooted onto the bench next to Mary Jane and was now sitting directly in front of Gwen. He glanced over at Liz and just noticed that Harry was in the building.

"Oh, hi Harry! How you doing?" He asked, ending all the silence.

"Well, dad's showing signs of life today, which I was just telling these guys about."

"Oh, that's great!" Peter said even louder, trying to get everyone else involved in the conversation. Liz didn't get involved as she was still caught up in the silence that was brought by Peter as he walked in. Harry was trying to help out his friend, but it didn't help that no one else talked. Mary Jane was overall confused by the sudden silence, but quickly caught eye to Gwen and Peter's complications

_This isn't going as easy as I thought it would . . . _Peter thought to himself

_Wow, this just got really difficult . . . I really should say something, what do I say? _Gwen thought to herself.

"Something going on between you two?" Mary Jane asked.

"Who?" Peter asked.

"You and Gwen."

"Oh, no, what are you talking about; we're cool, right Gwen?" Peter asked clinching his teeth in the process.

"What? Yeah, we're as tight as you two!" Gwen said.

_Wow that was not the correct response . . ._ Gwen thought to herself as she began to feel nervous.

"I mean, not like you two, but as friends of course." Gwen tried to recover.

Peter just dropped his head as he tried to avoid the whole awkwardness between them, it was then Sha Shan brought out two large pizzas for the group, and laid them on the table.

_Sha Shan you are a dear! _Gwen thought to herself.

"Dig in guys! Angelo made these special! He is grateful to have his most loyal customers in here, as am I!"

"Awesome!" Harry said as he made the effort to take the first piece, "This day just gets better and better!"

**After lunch . . .**

The gang walked out of the restaurant and parted their separate ways. Gwen was her first to bid goodbye to the group. Harry and Liz left together to head to the hospital, leaving Peter to wait with Mary Jane for a cab.

"That went well." Peter said, "It was nice that all of us were able to get together . . . sure beats classes."

"Yeah, it was nice. You have a great group of friends." Mary Jane smiled, as she waved for the cab.

"Yeah, I do . . ."

"So, what's really up between you and Gwen?"

Peter hung his head, knowing he had to tell her the truth.

"Well, I kind of broke her heart when I started dating you, and I guess she's just trying to adjust."

Mary Jane smiled and shook her head, "You know, tiger, I don't think she's trying to adjust."

"What do you mean?" He asked.

"I saw the look in her eyes, Peter; she never stopped looking at you from the moment you walked through the door."

Peter smirked, "Well, can you blame her?" He said, trying to lighten up the conversation.

"Actually, I can't, I completely understand why she's this into you. I do have a question for you though."

"What's that?" Peter asked.

"Do you like her?" She asked lightly.

Peter scratched the back of his head, and held his head in shame, "MJ, I . . . I liked her for the longest time and . . ."

Mary Jane placed her finger over his mouth, "Say no more, tiger, I understand, I'm not mad or anything, I was just wondering."

"I'm sorry, we've had quite a past since college started and I don't really know. I thought I could work it all out, but it's not going as planned."

A taxi cab pulled up for Mary Jane. She opened the door and turned to Peter before stepping in, "It's alright, tiger, really, but if I could make one suggestion . . ."

"What?"

"Talk to her . . . without Liz, without me . . . just talk to her."

Peter nodded in agreement as MJ sat down inside the cab, Peter walked up to the open window, "I'll call you tonight, Red."

"I look forward to it." Mary Jane said, smiling at him.

The taxi cab drove off, leaving Peter all alone. He looked across the street to see a crook completely tied up in webbing hanging upside from a light post.

"Man, the cops in this city sure are slow."

**East Side Hospital**

Harry walked into the hospital that his father was being treated at. Liz followed by his side.

"Thanks for coming with me, Liz; I have to say I'm not sure how my father's going to react to this entire thing if he finally wakes up." Harry said

"It's no problem, Harry, it's the least I could do for you, I know that this has been a rough week for you."

"It has, but with the way today's been going, I'm hoping my luck will carry onto him."

Liz smiled, "I'm sure it will."

They continued walking through the hospital, taking the elevator to the second floor. When they exited there strolled down the hall, and entered Norman's room.

Dr. Mendel Stromm was inside watching over Harry's father.

"Harry! I'm glad you're here!"

"Dr. Stromm, good to see you. This is Liz, a good friend of mine. Liz, this is Dr. Stromm" He said, introducing the two

"Hello." Liz greeted.

"How's he doin', doc?" Harry asked.

"Well, I already told you he's shown signs of being able to hear, so I was hoping you'd be able to talk to him. Maybe his own son can reach him. He turned to look at the nurse that was in there. She signaled that it was okay to talk with him.

Harry glanced over at Liz and knelt down beside his father's bed.

"Dad?" He said softly.

"Dad, it's me Harry. Can you hear me?" Harry continued, hoping to receive some response, "You've been out for quite a while and you've taken a hard hit to the head, I hope you at least remember me when you . . ."

Harry was interrupted by a change in the beeps of the machine which kept track of brain waves. He looked at the nurse, expecting bad news.

"He's fallen back into his deep sleep." The nurse said.

Harry let his head fall against the hospital bed. Liz and Dr. Stromm both showed concern on the faces behind Harry. He slowly got up and turned to face his friends.

"I'm sorry, Harry . . . I should get back to OsCorp and make sure things are running smoothly."

"Right, right . . ." Harry said, allowing Stromm to leave.

Harry fell back into a chair near his father's bed. Liz sat down on the chair beside him; only a table separated them.

"I'm really sorry, Harry, I'm sure he'll come around sometime."

"I know . . . I just hope it's soon. I mean, I know he hasn't always been the best father. Yeah, he put his science first, he put his business first, but with my mom gone and now this . . . I just don't know how I could handle . . ."

Liz placed her hand on Harry's, "It'll all be fine."

Although Liz wasn't a doctor, Harry felt a small assurance with Liz by his side. He was really hoping that the signs meant that he would awake today, but it's better tomorrow than never.

After spending a few more minutes in the room talking with Liz, Harry walked her outside, "You want to share a cab home?" He asked, "Least I could do for you is pay for your ride home."

"That's okay; I'm actually headed in the opposite direction . . . thanks though!" She replied.

"Yeah, and hey, I hope things work out for you and your family, even if it means you getting a job and moving out."

"Thanks, I'll see you at class tomorrow." Liz said, waving at Harry as they parted separate ways.

Liz walked a few blocks down the street when she was astonished to see Flash Thompson standing against a brick building holding flowers in his hand.

"Flash, what are you doing here? and how did you know where I was?" Liz said in a loud tone.

"I followed you here, listen, I know I've been a jerk, but I really don't want to lose you!" Flash pleaded with her.

"Flash . . . go home." she stated.

"But . . ."

"Flash . . . it's over." Liz said with confidence.

Flash then quickly changed his demeanor, "You think Harry's going to give you the attention you want?" He said.

"What?"

"You don't think I know? I'm not stupid, Liz, I notice what's going on around me."

"If you noticed so well you would've known how miserable I was."

"Harry's not your answer, Liz."

"I don't need you telling me what to do, Flash, I can make my own decisions, now you either crawl back under the rock you came from, or man up and take responsibility." She said, putting Flash in his place.

She walked away, after a few steps she turned around, "and for your information, Harry's done more for me as a friend than you ever did as a boyfriend."

Flash realized that this was the last straw. Liz wasn't coming back. He threw the flowers onto the ground, and began walking in the opposite direction.

**Hospital just outside Queens, Present**

"Have you ever seen anything like this, Dr. Bromwell?" a nurse asked as she looked at the patient.

"Never in my twenty years as a doctor." He replied as he stared in confusion.

"How is he?" she asked again.

"He's alive, but unconscious, I think . . ."

Dr. Octavius lie face down on the hospital bed, as the doctors continued to talk amongst themselves, something different was going on with Octavius, something that was far beyond the understanding of the doctors or nurses at this hospital – something that was going on inside the mind of the unconscious scientist.

_Octavius . . ._

"Err, what? where am I?"

_They're going to kill you . . ._

"Who? What? Where am I?" Octavius screamed inside of his head.

_You have to get out . . ._

"Stop talking inside my head! Get out! Get out!"

_We will help you . . ._

"What is this?" He asked himself.

Outside of his lifeless body, he could hear a loud crash from the woman being tripped.

"Oh my god . . . the arms . . ."

_Now . . . Wake!_

Octavius' eyes opened. Although he had just been injured in an explosion, he never felt more powerful than now. He quickly used his arms to help him stand, and grabbed the nurse with one of his tentacles, constricting her.

"You are not going to kill me."

The nurse screamed and within moments, Dr. Bromwell and two surgeons entered the room.

"Octavius!"

"Silence, fool!" He responded, "You thought you could just end my life as easy as that!"

"What are you talking about? We . . ."

"Say no more doctors! I will not be taken down by the likes of you!" He shouted.

Two policemen suddenly entered from behind the doctors, drawing their weapons.

"Freeze, let down the girl!" the policeman commanded

"Oh, this one?" Ock said menacingly.

Quickly, Octavius threw the young nurse toward the guards. They tried to react, but they were knocked down by the force of the girl. The maniacal scientist then clawed his way over the fallen doctors, and began to crawl through the halls of the hospital, using his four new limbs.

_Leave . . . power . . ._

"Where do I go?" Octavius asked in his mind.

_You want power, Otto?_

"Oh yes, yes . . . YES!" He shouted

_Then . . . jump!_

When he came to the end of the hall, he looked out the window. It was a five story jump, something no ordinary legs could live through.

Octavius looked back, noticing the two cops beginning to give chase. He then leaped out the glass window, shattering it. One of the cops fired a shot that hit a metallic arm, but it just bounced right off, causing no damage to the technology.

The four arms extended below Octavius and landed firmly on the street below. The few civilians there were around fled the scene quickly. They contracted, lowering Octavius slowly down near the ground.

He looked around, scanning his surroundings. Across the river, in Queens, he saw exactly what he wanted.

_The power plant . . ._

"The power plant . . . you need a recharge, you're dying?" Octavius asked.

_Power . . . to take revenge . . ._

"Yes . . . revenge!"

_Connors . . ._

"Yes . . . he destroyed my experiment; he didn't want me to take his place! So . . . so he sabotaged! Sabotaged everything I worked for!"

_Go!_

Octavius climbed his way to higher ground, and made his way to the Queensborough Bridge, escaping the cops.

**Moments Later, Queens**

While the neighborhoods of Queens were usually lit up by streetlights and houses, tonight, they were all mysteriously cut off. Peter and Aunt May both took notice and worried.

Aunt May walked outside, "What is that?"

"I don't know, but whatever it is . . ."

Peter was suddenly cut short by a loud explosion. Peter turned and covered his Aunt May out of heroic reflexes. Peter could see large clouds of smoke and fire in the distance and immediately jumped to help.

"Aunt May, stay safe here, I'm going to go check this out."

"Peter don't, you could get hurt." Aunt May said worryingly.

"I'll be fine, Aunt May, I just want to get some pictures. I'll be back! I promise!" Peter said as he ran down the street of the neighborhood.

Aunt May hesitantly went back inside. She hated letting her nephew go on these dangerous photo missions. But she also knew it was his responsibility to get the best picture for the Bugle. She sat down on the couch in the dark, but realized she sat on something. She picked up the object and noticed it was Peter's camera.

"Oh, dear me, Peter runs off and forgets his camera." Aunt May said to herself, "I had better go take it to him."

**Queens Power Plant**

Peter arrived at the power plant as Spider-Man. He gazed around mainly searching for any civilians that might have been caught in the blast. He noticed a few workers were making their way out of the building as it was consumed by fire. The blast radius left the area filled with fire and debris.

Spider-Man quickly swung down and entered the small building, "Is anyone still in here?" He shouted through the building as pieces of roof began to collapse. He noticed that the majority of the station was underground. The hero bounced down the stairs and saw something he did not expect. He was happy to see that the workers escaped through a small hatch that led outside, but was not happy to see four large metal tentacles absorbing electricity through the pipelines.

"Hey!" Spider-Man yelled.

Doctor Octavius turned around, his face hidden in the shadows of the darkened basement, "Well, if it isn't the Spectacular Spider-Man!"

"Actually its 'marvelous', I didn't want to bother with the lawsuit and everything." He replied.

"What are you doing here?" the doctor asked.

"What do you think? I see a creep with four large arms draining power from several neighborhoods, and you don't think that calls for attention?"

"Silence!" He yelled.

The villain turned around and swung one of his four arms at Spider-Man, who dodged the attack simply by jumping.

"Oh so you are in a fighting mood!" Spider-Man said.

He shot two web lines that attached to the doctor's hospital gown and pulled with all his strength. The tentacles continued to latch onto the electric wires, causing sparks to fly all around the room, but eventually Spider-Man yanked them off, and the doctor was sent flying into the concrete wall.

The doctor retaliated quickly, however, using one claw to grab Spider-Man by the neck before he could respond, and throw him upwards through the hatch which led back to the power plant grounds.

Spider-Man took a hard hit from the door, which he flew right through, and landed on the hot ground. He could see fire trucks beginning to file in to take out the small fires that were consuming the area, but when he turned around, he saw his foe face to face for the first time.

"Doctor Octavius!" He said in surprise.

"No, Spider-Man, no more . . . I am Doctor Octopus!" He screamed maniacally.

"Oh great, he's delusional!" Spider-Man said.

"And now that my beautiful arms are recharged to last me for as long as I live . . ."

_Oh great, he's absorbed all the electricity from Queens just so he could give his arms battery life._

". . . I will squash you into the dirt!" Dr. Octopus said.

Amidst the destruction around them, Dr. Octopus sent his two upper arms toward the web slinger. Spider-Man jumped to avoid the arms, which stuck into the debris below. Spider-Man ran around the doctor, who was slowly turning while standing on his two lower arms.

Spider-Man then jumped onto the back of Octavius, grabbing the top two metallic arms within his arms.

"This is where my wrestling moves come in handy." Spider-Man said.

"Get off me, arachnid!" Octavius yelled.

He pulled his top two arms out of the debris, which contracted, and turned to knock Spider-Man off of him.

The hero fell to the ground, but regained his balance right away. He tried to analyze his enemy, trying to figure out how to defeat him quickly. He's never had to fight anyone with this many weapons before.

Octavius made the next move, his bottom arms now made the attack, allowing Dr. Octopus to stand on his own two feet.

Spider-Man was able to hop over the two attacks one after the other, but his spider-sense warned him of another attack coming quickly. Spider-Man was too late, however, as the two upper arms constricted around him.

"I have you in my grasp now!"He snarled, "Now all I have to do is squeeze!"

Spider-Man felt the pain as the metallic arms slowly began to crush him.

"Uhh!" He yelled out.

He tried to gain his focus, but the hero was slowly fading. he shot a quick web bullet to the evil scientist's face, which wrapped around his eyes, causing him to lose concentration on his objective.

The arms squirmed around before they dropped the wall crawler to the ground. Spider-Man grasped his sides, as he struggled to get up.

"I'm gonna feel that in the morning."

He looked up to see the doctor struggling to get the webbing off of his face.

"Hey, Doc, you doin' alright there?" Spider-Man mocked

While the fight was going on, a car pulled up slowly. Aunt May then got out holding Peter's camera. When she spotted the two super humans fighting it out to the death, she immediately began to worry.

"Oh, where's Peter?" She said as she examined all the horror around her, "Oh dear, look at all this . . ."

Aunt May examined the battle from a safe distance as she continued to scan for her nephew. Fire fighters slowly were putting out the fires, and civilians were beginning to clear the area. Aunt May looked all around her and noticed someone crawling behind her car.

"Peter?" She said.

She walked behind the car and was shocked to see a young man, probably the same age as Peter struggling for life on the ground. His blonde hair was sticking up as if he was struck by lightning, and burns marks covered his clothing.

"Help me . . ." he said before fainting against the car.

"Oh no . . ." She examined the young man

"Help, I need help!" She yelled out looking for someone, but no one was nearby and the firefighters were too focused on the fires. The paramedics have yet to arrive as well.

She opened the back door of her car, and slowly put the young man in her backseat. She hurriedly stepped into the driver's seat and left the area.

Meanwhile, Spider-Man evaded the blind attacks of Doc Ock.

"I have to find a way to stop him!" Spider-Man said

Doctor Octopus finally scraped off most of the webbing off of his eyes.

"I am done toying with you, bug!"

The maniacal doctor lunged toward Spider-Man, persuading him to run away, however, he couldn't run from someone with four extending arms. Spider-Man dodged each arm attack as he ran back toward the destroyed plant.

"You won't escape me, Spider-Man!" Doc Ock yelled, "You haven't witnessed my true power!"

"What? Can you breathe underwater?"

Suddenly, Octavius' tentacles became consumed with electricity. You could see sparks surrounding each arm. Then as the claws expanded, revealing the yellow eye, He shot a thick electric bolt into Spider-Man.

This greatly surprised the hero that even Spider-sense couldn't help him avoid a high voltage bolt. As he was sent flying through the debris of what was once a small power plant, the surge of the electricity numbed his body motionless.

"Now, if you'll excuse me, I have to pay a visit to an old friend." Dr. Octopus said as he left the area.

**Sometime Later**

Spider-Man was awakened by George Stacy, who was backed up by Dewolffe and Macendale.

"You alright there?" The police captain asked.

"Octopus . . ." Spider-Man said before quickly scanning the area, "Where's he? Where's Doc Ock?"

"Kid, no one's been here for the past ten minutes."

"What!" Spider-Man said loudly.

"Spider-Man, what happened here?" Dewolffe asked.

"It was Octavius, he had mechanical arms and shot electricity and . . . he said something about an old friend and . . . who, where? I have to get to ESU!"

"Why?" Stacy asked.

"Because it's my only lead!" Spider-Man said.

"Kid must've gotten hit in the head hard." Macendale said.

"I don't think so Jason, get in the cars!"

**Empire State University**

Connors' lab was a complete disaster. There were so many books lying on the tables and so many papers on the floor. Connors lay asleep at his desk in front of a computer. On the computer was a picture of a purple-colored flower. Although he seemed to be out cold, a loud crackling of thunder woke him up.

As he wiped his face, trying to wake himself up, he turned in his chair, noticing some noises coming from outside his lab.

"No one should be here this late . . ."

He walked over to the door when the glass window shattered and a metallic arm came crashing through. The Doctor was knocked to the floor as his whole door began to rip off the hinges.

Doctor Octopus walked into Connors lab as his arms contracted to squeeze in.

"Hello, Curt."

"Otto . . ."

"Surprised to see me?"

Dr. Connors helped himself off the ground and stood up, facing his new nemesis.

"What are you doing?"

"Getting my revenge . . ." He stated simply.

"Revenge?"

"I know you messed with my experiment, Connors. You didn't want me to take over your position, so you rigged my canister to explode when the lasers hit!"

"That's ridiculous Otto!" Connors yelled, "I would never do such a thing!"

"Oh, but you would, and you did! However, your plan has backfired! I have become stronger and one with my arms! And not only that, the chemicals in my experiment has allowed my arms to absorb and exert as much energy as I want!"

Connors couldn't believe what he was hearing, he knew Otto was somewhat crazy before, but he has been pushed over the edge.

"Now imagine the possibilities of what I could do with unlimited power! Could you imagine the size and power of raw energy? And now I have an unlimited source! With you out of the way, I will be the most powerful person in this city, and then maybe eventually, the world!"

"You're mad!" Connors said, starting to feel tense, "I had nothing to do with . . ."

"Silence! This is your end, Connors!"

Octavius lifted his two upper tentacles, and sent them toward Connors. Connors tried to move, but wasn't fast enough. The two claws then pierced just under Curt's shoulder blades. Connors screamed as blood began to spill from his wounds.

"No! Otto! Stop . . ." He said, struggling, "You can't . . ."

Doctor Octopus then realized that Connors wasn't going down without a fight, He pinned him up against the wall with his arms still impaled into Connors.

"Stop, Otto . . . you don't know what your . . . doing!"

Suddenly, Connors let out a horrible growl as his skin began to turn green and scaly. His right arm grew back, but with thick skin and claws. His face grew the snout of a gator, and his eyes shone a bright yellow.

Connors had transformed into the Lizard once again, although he was still pinned to the wall, the Lizard grabbed the metallic arms, and slowly began to pull them out of his shoulders. More blood poured as soon he was free of their grasp.

"No!" Octavius yelled, "You will not escape me like that!"

The Lizard went on the attack, and barreled into Octavius, sending them both exiting through the lab opening.

Octavius fell to the floor, but used his arms to push the Lizard off of him. The Lizard wasn't fazed though, he used his claws to dig into the floor, and give him an extra lift as he clawed onto the lobby walls, pouncing around like a cat.

Octavius then noticed his wounds beginning to heal quite rapidly.

"This I did not expect . . . I'll have to improvise . . ."

Suddenly, a voltage of electricity flowed through the mechanical arms of Dr. Octopus. A beam then shot out of the eye of the arms, shocking the Lizard out into the campus grounds, where thunder could be heard in the distance.

Octavius raised himself up on two arms as he walked outside on campus, a flash of lightning showed the menacing anger on his face. The Lizard managed to get up, and show his fury by growling at the scientist, but he was met by another bolt that paralyzed him to the floor.

"Now, this time, I won't be making any mistakes!" Dr. Octopus said as he lowered down to touch the ground, and all four claws were sent in to impale the Lizard.

Before they could reach him though, Octavius was sent flying to the ground by a strong kick from the web-swinger.

Octavius went face first into the concrete, scraping his face up. Spider-Man stood there, waiting for his next attack.

"You! I thought I got rid of you!"

"I'm not that easy to get rid of Ock, especially when you threaten my friends."

Octavius stood up, spitting blood out of his mouth. He looked over to the Lizard, who was out for the count, and then back at Spider-Man, who was ready for a fight.

"Looks like Connors will have to wait then." He said as he raised his two upper arms readying for attack.

Spider-Man waited though, not planning on going to the attack, but waiting and watching. Octavius started right off the bat sending two quick jolts of electricity his way. Spider-Man dodged them both, trying to stay at a safe distance.

"Come on . . ." Spider-Man said to himself as he continued to dodge the continuous attacks of Doc Ock.

"Quit running, arachnid!" Ock screamed.

Spider-Man felt a couple sprinkles on his mask just then.

"Finally . . ."

Doc Ock didn't notice anything as he was blinded by fury, continuing to launch his arms and electric bolts at the hero. Within seconds, it was pouring rain.

"It's getting kind of cold out here in the rain, eh, doc?"

"You think cold will slow me down?" Doc Ock said.

"No, but I think the rain will." Spider-Man answered.

Doc Ock looked puzzled for a moment, but was startled by a bolt of lightning that came from the sky and shocked the ground. The doctor fell the ground in surprise.

"Face it, doc, with those arms, and the rain, you're the most conductive thing out here."

"I can absorb all energy, Spider-Man! Lightning will not stop me!"

As he said those words a bolt of lightning struck the four-armed villain. Spider-Man stood back and watched as his arms absorbed the energy from the sky; however, the lightning was too much energy for the arms to handle. The eyes beneath the claws blew out and Octavius took the rest of the punch as electricity was sent through his body. He fell to the ground motionless.

As the rain continued to pour down, Spider-Man walked over to his mutated friend, who was beginning to revert back into his normal self.

"Good, I won't have to deal with the Lizard tonight." He said, as he picked up Connors, and carried him back into the lab.

**Later . . .**

Connors woke up on a table, with Spider-Man sitting at his desk.

"What's up, doc?" He said jokingly.

"Spider-Man! What happened? Where am I?" Connors said as he felt his right arm, noticing it had disappeared once more.

"Octavius is being arrested as we speak and he's cooperating very nicely if I do say so myself."

Connors sighed in relief to his comment, "Spider-Man, you've saved me once again, how can I ever repay you?" He asked.

"Fix this whole Lizard disease that's plaguing you, it sure would take a lot off of my shoulders." Spider-Man responded in a half joke.

"Actually, I am on a good trail here." Connors said as he stood up from the table, clinching his two shoulders that were still injured slightly, but not completely due to the Lizard's healing ability.

He walked over to his computer and showed Spider-Man a flower.

"You see this flower? It contains a chemical called Metahyphenage."

"I've never heard of that." Spider-Man said.

"Me neither, I discovered it during all my searches. It's amazing, over twenty years and I'm still learning new things. Anyway, this chemical seems to be just what I need to finish my serum, the only problem is the certain plant is only found deep in the swamps of Florida."

"That's quite a ways from here."

"Yes, but it's a necessary trip I will have to make to cure this horrible side-effect of an experiment gone wrong."

Captain Stacy entered the lab, "Connors, good to see your awake, how are you feeling?"

"I'm doing better."

"That's great." He said, then turning his attention to Spider-Man.

"I guess we should be thanking you for capturing Octavius for us." Stacy said.

"You can thank Mother Nature, I didn't do much." He responded.

"But you have done a lot." Stacy said, "The NYPD owe a lot to you, I know several people may not see eye to eye with what you do, but I do want you to know that you have one man on your side that believes in what you do."

Peter smiled beneath his mask. There hadn't been many times that someone gave Spider-Man credit. This made him happy. Being out in all this action almost makes him forget that this is Gwen's father.

"Thank you, Captain Stacy." Spider-Man said as he prepared to leap out the open window.

"Don't stop, Spider-Man, no matter what."

"Don't worry . . . I don't plan on it!" He said as he leaped out of Connors' lab, sticking a web to the side of the building, and crawling up. Eventually, he was out of sight by the proud police officer.

**Parker Household**

The front door was quickly slammed open as Peter tried to avoid getting wetter than he already was.

Aunt May was startled by his sudden entry as she sat on a chair in the sitting room, "Peter!"

"Hey, Aunt May, I'm sorry I'm late, I got caught up in the action."

"Yes . . . and you forgot your camera, dear." She said as she held it up, showing Peter.

"Oh man, JJ's gonna kill me!" He said aloud.

"Quiet!" Aunt May said quickly in a whispering tone.

"Why?" Peter asked.

Peter then turned his face to view a young man who was sleeping on the couch. His face had burn marks in various places, and he had a few cuts and bruises. He began moaning as began to sit up on the couch

"Aw, you woke him up." Aunt May said.

"Um, who is this?" Peter asked kind of worried why there is a strange kid in his house.

"I found him on the side of the road injured from the explosion." Aunt May said as he walked over toward the boy, "There were no emergency vehicles around, so I brought him here and attended to his needs.

He looked over at Peter, who had an uneasy look on his face.

"Peter, I'd like you to meet Max Dillon." Aunt May said, introducing the two.

**Downtown Jail**

Adrian Toomes sat on the bed of his jail cell, picking at the concrete wall with a stick. The cell doors open as Octavius was thrown onto the floor of the cell.

"Sleep tight." one of the officers said as they locked up the cell.

Octavius used his arms to try and pick his heavy body up. His metal waistband was connected around his orange clothing; however, his arms were gone. They had disconnected them from him, and a few wired that were sticking out of the openings were visible.

Adrian sat against the wall, thinking nothing different of a new prisoner.

"Spider-Man . . . oh, Spider-Man . . ." Ock mumbled.

Adrian kept an eye on this big fella, making sure he wasn't too psychopathic.

"I will have my revenge on you, arachnid . . . I promise you that, and after I get you, your friend Connors is next!" He shouted louder, annoying some the nearby cells.

Octavius now had Adrian's full attention.

"I see Spider-Man had a part in ending your road too." Adrian said.

"He will pay . . . in good time!" Ock said.

"Names, Vulture, but you can call me Adrian."

"The Vulture . . . I heard of you . . ."

Something then came to Octavius' head, inside, something clicked.

"Adrian let me ask you something, if you could get revenge on Spider-Man . . ."

"I'd kill for the chance." Adrian stated in a monotone voice, interrupting Octavius.

Doctor Octopus smiled menacingly, "Well, my new friend, I can assure you, we won't be in here for long."

**Next Chapter: Part 3**


	17. Chapter 17: Love Hurts, Part 3

**The Marvelous Spider-Man**

**Chapter 17: "Love Hurts, Part 3"**

**Previously . . .**

ESU has been through a lot of turmoil lately. With the Lizard incident several weeks ago, and now Dr. Octavius turning himself into the villain known as Doctor Octopus, there has been constant unrest in the teachers, students, and faculty. Dr. Octopus did manage to be captured and jailed thanks to some smart thinking on Spider-Man's part, but it was not without transforming Connors into the vicious Lizard once more and causing much property damage. He was also placed in the same cell as Adrian Toomes, aka Vulture, already scheming up plans for the future.

Meanwhile, Peter has been dealing with some women issues. While things with Mary Jane have been great, Gwen is clearly not over Peter and MJ knows it, encouraging Peter to talk with her. Liz finally told off Flash one last time to completely get him out of her life, but it was not without him revealing her true feelings for Harry to her, which she did not deny in anyway while helping Harry cope with his father.

Finally, during all the commotion between Octavius and Spider-Man, Aunt May picked up an injured boy named Max Dillon who was calling out for help to her.

**Jewelry Store on the Upper East Side, Two Days later…**

"I just don't understand! How can . . . why would someone break _out_ of a jewelry store?" the store owner asked.

The man was of an older age; his grey hair which was distinguished in his facial hair was also wrapped into a pony tail behind his head. He stood in front of Captain George Stacy, who was kneeling on the ground, examining the front door of the store.

"Well, sir, the markings are all here. No sign of forced entry, but the way the locks broke show signs of a forced exit." Stacy reported, "You are sure there are no recordings on the security cameras?"

"Positive. The cameras were shorted out before anything was seen."

"Captain, I think you should have a look at this." DeWollfe said as she appeared from inside the store.

Captain Stacy stood up, and walked inside along with the store owner. The store was not nearly as ravaged if the robbery was done by local gangs. The display glass was shattered and a few items such as the telephone were knocked over, but nothing too major minus the jewelry that was stolen.

"What is it?" Stacy asked.

Stan Carter stood up on a table that and was examining the ceiling where part of it collapsed.

"Sir, is your ceiling structurally sound?"

"I've never noticed a problem with it before." He responded almost sarcastically.

"What's up there, Stan?" Stacy asked.

"Nothing but a bunch of electrical wires" he said as he made his way off the table, "No human being could fit up there unless maybe he was a contortionist."

"There's also no sign of fingerprints." Macendale said coming over from behind the counter.

"Yet all my money and jewelry is gone!" The disgruntled store owner said.

Shortly after, Eddie Brock and Ned Leeds entered through the front door and were greeted by the owner.

"Can I help you?" he said with a frustrated tone in his voice as the cops were just beginning to finish up.

"My name is Ned Leeds, I am a reporter from the Daily Bugle and this is Eddie Brock, reporter and photographer." Ned replied, "We caught wind of the mysterious break in and wanted to check it out.

"Do I look like I'm in the mood for an interview?" he asked.

"Well, if we could just have a couple minutes . . ." Ned asked a little nicer.

Although hesitant, the owner agreed to fill in the two reporters on what he knows about the crime. Eddie did a little searching around when he noticed the hole in the ceiling. It was small, but a thin person would be able to squeeze his way through it.

"Did you guys check this out?" Eddie asked, "It looks like it leads to some ventilation or electrical system."

"Yes, the cops said no one would fit."

"That's a load of B.S. if you ask me; Spider-Man could get his way through there no problem."

"You think Spider-Man robbed my jewelry store?" the old man asked, taking his concentration off of Ned's questions, which was to his annoyance.

"I'm not saying he did, but look at the facts, camera's out, something he could have easily shorted out with all the wires, he's nimble enough to get through there without causing too much commotion, and slim enough to fit through the cracks of this ceiling, which looks to me as it was powered through.

"What do you know, you're not a detective!" The old man stated, not wanting to take any more suggestions from a young man himself.

"He sure thinks he is . . ." Ned said under his breath.

"How do you explain the hole?" Eddie asked, receiving no answer from the man

Eddie walked back over to the two as Ned finished up his interview with the store owner. Ned took his notes and put them in his shoulder bag, and left with Eddie following.

"You know I'm right . . ." Eddie said as they walked out of the crime scene, passing the few cops.

"About what?" Ned asked hesitantly.

"Spider-Man . . . him stealing the goods."

"Eddie you've been trashing Spider-Man ever since J.J.'s made you his number one photographer, which I'm still trying to figure out how you stole from Peter in over a week."

"Hey, you stall, you fall. The kid never showed up for work, plus he's been doing more editing with Robbie recently."

"He still beats you on the Spidey pictures, that's for sure." Ned responded.

"Yeah I don't know how that little brat gets pictures of him so easily."

"Who knows? I'm gonna get a bite to eat before I head back to the Bugle, you wanna join?" Ned asked out of nice gesture, hoping Eddie wouldn't join.

"Nah, I told Felicia I'd lunch with her today. Of course, a lunch with her is tenderloin smothered in luxurious sauce with a side of baked potato and the finest wines you can get in New York." Eddie said.

"I can't believe you are actually dating her . . . actually on second thought, I can't believe she's dating you!" Ned joked.

"Me neither, but she's got resources that could really help me in the business field, maybe even up my job."

"So you're using her?"

"Well, I don't mind mixing business with pleasure; let's put it that way, unlike you that is." Eddie stated.

"Oh, Betty?" Ned said, not denying it at all.

"No, Robbie . . ." Eddie responded sarcastically.

"Actually I was thinking about asking her to that fancy party Jonah's hosting in a couple of weeks."

"Aren't all Bugle members already invited?"

"Well, yeah, but not as dates!" Ned grinned.

"Whatever man, your choice, I gotta roll, the girl's gonna get mad, I'll see you at the Bugle." Eddie said.

Ned nodded as Eddie left his side, _Thank God I thought he'd never leave, that's the last time Robbie is ever sending me to get a story with him._

**Parker Household**

Peter and Aunt May sat at the kitchen table eating a nice lunch before Peter headed off to the Watson's to spend some time with Mary Jane.

"So, tell me again why he's still here?" Peter asked quietly.

"He's a lonely kid who was caught in a huge accident. You know as well as I do we are doing a good thing. He has no home, no family; we are helping him, why are you so troubled by this?"

"I don't know Aunt May, I mean, I'm all for helping people, but it's just . . . there's something about him that is giving me this horrible vibe."

"You're just paranoid, Peter." Aunt May confirmed.

"Well, when is he going to leave?" He asked.

"I'm not sure, Peter, he has nowhere to go."

"He's not going to live here . . . permanently is he?" Peter said, concerned.

"Peter now you're taking this to an _ultimate_ exaggeration."

"I'm sorry, Aunt May, I'm just uncomfortable here with him."

Aunt May then stood up to wash the dirty dishes when they heard someone coming from upstairs. Max Dillon appeared from the next room, he was wearing a green shirt with a yellow lightning bolt around both of his short sleeves.

"Good Afternoon, Max." Aunt May said to him, "You slept late again."

"You weren't out all night, were you?" Peter joked, which earned a stern look from Aunt May.

"Oh, yeah! I was out partying all night!" Dillon responded.

Aunt May then heard the washer go off, signaling that they were finished. She quickly finished cleaning the last dish and headed into the laundry room but not before she told Peter, "Don't forget on your way back from MJ's to pick up your phone you left at the Bugle yesterday."

"Yes, Aunt May." He said with a humbled tone.

Peter sat there with Max for a few seconds before things became a little awkward.

"So . . . where are you from?" Peter asked.

Max looked at him with an strange face, "Hell's Kitchen."

"Ah, paradise I see . . ."

"I lived smack dab in the middle of two gangs who were constantly torturing those who didn't have a place to live." Max added.

Peter realized where this was going and although he was all for helping, he really didn't want to hear from this Max kid, who has been giving him nothing but bad vibes.

"Let me ask you something Peter, you ever dealt with a bully?" He asked.

Peter related to the question by immediately thinking of Flash Thompson, "Yeah." He said simply.

"I did too; his name was Alex O' Hirn. He wasn't the average high school bully, hell I wasn't even in high school."

Peter could sense a little bit of hostility in his voice as he recalled his tortured past.

"I didn't get pantsed in the halls . . ." Max said

_Try underwear too . . . _Peter thought.

"I didn't get my lunch stolen . . ."

_Heck he ruined my dinner also . . . _Peter related to his comments.

"No . . . every day I feared for my life thinking one day I was going to get shot up or beaten to death by Alex. I grew up fearing for my life." Max continued as he shared this with Peter, "When your Aunt helped me out, I was surprised. I never realized that there are good people in this world. People that want to help other people." Max said, raising his voice.

Peter listened to Max's dramatic life story. He never realized he went through so much torture as a kid. And he thought he had it bad. Max lived through Hell's Kitchen, even Peter never went through there as Spider-Man. It was a territory run by the worst of the worst gangs. However, there was still something eerie to Peter about Max, mostly because all peter saw when he told the story was anger, which he couldn't blame him, but this was a constant anger that only got stronger as the conversation went on.

"I'm sorry, Max." Peter replied.

"Me too . . . sorry for those f%&ing bastards who will one day get what's coming to them." Max responded.

Peter nodded and used his one escape route, "Well, I think I'll head over to MJ's now, she's probably expecting me soon."

Peter put on his jacket just as he was about to leave the kitchen when Max placed a hand on his shoulder. Peter jumped from where he was standing and turned around.

"Oh, Max you shocked me! I'll have to tell Aunt May to double up on the drier sheets."

"Sorry, Pete, I know that was a lot to take in and I probably went kind of far. It's just I've never had a friend to spill all this out to. I've been an outcast my whole life, the only communication I had with people was at my job, but all that was, was being bossed around."

"Well, I'm sorry for what you went through." Peter said, rubbing the back of his head as he grabbed his bag that was on the seat, and opened the front door, leaving the house. He went a few streets down before heading off into the alley way to change into his costume. Max noticed something fly out of his bag just as he picked it up though. It was one of Peter's spider tracers.

"Sorry, my ass . . . What the heck is this thing?" Max said as he examined the small silver spider, "Peter do you still play with toys?"

Max smirked as he put the spider in his pocket. When he did so he put a certain amount of pressure on it and the spider's back light began to blink a small red light, unbeknownst to him.

**Watson Residence**

Mary Jane was curled up on her couch in the family room. It was a nice size for her and her Aunt, who lived there alone. She held a phone to her ear, talking to Liz Allen. They had become really great friends since they met. They've both been there for each other through their issues too, which Liz just realized that MJ had.

"I thought you and Peter were great?" Liz stated, surprised that things weren't as perfect as they seemed.

"We are Liz; don't get me wrong, Peter's probably one of the best guys I've been with." MJ responded.

"Then what's the problem?" she asked.

"He doesn't make any moves." MJ responded, "I don't know if that sounds odd, but I assumed that after two weeks he would have at least tried to kiss me."

"He hasn't kissed you yet?"

"Not even an attempt." she said.

"Well, you are technically his first actual relationship, maybe he's just adjusting." Liz said, trying to sound positive.

"Or maybe there's something else on his mind . . ." MJ mumbled under her breath.

"What's that?"

"Nothing . . . He should be here soon, maybe I'll talk to him."

"You can't talk to a guy about all that touchy mushy stuff." Liz said, "You gotta show him that you want it. Most guys wonder if they're being too strong so maybe that's what he's afraid of."

"Maybe . . .but he should know by now that I'm more of the party type anyway so . . ." MJ said when she was suddenly interrupted by the doorbell, "He's here; I'll call you later, Liz." MJ said

"Yeah, I should go to . . . I think I've skipped enough of Mr. Wirtham's math class. Good luck girl."

Mary Jane walked up to the front door, "I got it Aunt Anna!"she yelled.

She opened the door and she saw Peter in his shy stance that he always had - hands in pockets and head down.

"Hey Pete." MJ said, smiling.

"Hey Mary Jane, thanks for letting me chill over here for now. I tell ya this situation with Max is getting creepier." He said as Mary Jane offered him to come inside.

"No problem, you think I'd turn down your company?" Mary Jane said.

"I'd hope not." He replied as he sat down on the couch.

Mary Jane sat down right beside him. Peter kind of shifted to his left, trying to gain more space.

"Why do you seem so stressed?" MJ asked.

"It's this Max guy, it's like he's stalking me or something."

"You're probably just overreacting." Mary Jane replied, scooting closer to Peter.

Peter put his arm on the back of the couch around Mary Jane, "He grew up around thugs all his life, he so depressed and full of anger, which I guess he has every right to be, but someone like that in our house, and near Aunt May . . ."

"Sounds like you need to clear your mind." MJ said.

Peter sighed, trying to calm himself.

"You know what is best for that?" She asked Peter.

"Nuclear Physics usually works for me . . ." Peter replied.

"Well, I have a different method." She said as she moved in closer.

Peter understood what Mary Jane was up too; he froze in place while Mary Jane moved her lips closer to his. He wanted to kiss her more than anything. He's wanted too ever since they met, but something was holding him back from her. He didn't know what it was but obviously she had enough of waiting, and decided to make her own move.

Mary Jane eventually came into contact with Peter. He sat there with his eyes open, realizing that he wasn't even cooperating with Mary Jane. After a few seconds, he pulled back and turned his head.

Mary Jane was in shock, she didn't understand what he was thinking or feeling. He obviously had feelings for her by the way he conducted himself, but why was he afraid to get close? He didn't have any past relationships that may have been holding him back.

"I'm sorry Mary . . ." Peter mumbled.

Mary Jane looked at him and although she was feeling a little hurt, she was mostly confused.

"Me too . . ." She replied.

"I'm just not ready for this . . ." He replied.

Mary Jane shifted to the other side of the couch slowly, giving Peter his space. Things became silent between the two. Peter was crouched over looking at his hands, thinking over some things, while Mary Jane sat on the other side, staring at Peter.

"Is it Gwen?" Mary Jane asked bluntly

Peter's stomach literally felt like it was in his throat, all this time he was trying to hide from himself that that was the issue to the point where he believed himself.

"I still have yet to talk to her." Peter responded.

Mary Jane nodded and turned her head looking at the ground now.

"I'm sorry that you're in the middle of this; it wasn't supposed to happen this way." Peter said, thinking over how things were when he thought he and Gwen were good.

"It's alright, I can handle it . . . I'm a tough gal." She said, smiling, trying to lighten up the mood.

Peter swallowed, then smiled at her, "You're persistent too."

"Hey, at least I know why . . ."

"Me too . . ."

"So . . ." Mary Jane started.

"What?" Peter asked.

"She's got English classes at ESU today, go find her." MJ said, continuing to reinforce him to talk to her.

Peter was surprised. Usually the last thing a girl wants her boyfriend to be around is another girl, especially one with strong feelings for him. But Mary Jane was also one of those people who didn't wait until the last minute. If there was a problem, she solved it as fast as possible, and didn't waste any time.

"Are you . . .?" Peter asked before being interrupted.

"Yes, I'm serious; it's the only thing that's going to clear the air here." Mary Jane said.

Peter knew she was right; realizing that it was the only thing was going to help them. He apologized once more to Mary Jane before he left her presence, feeling horrible for doing so, but Mary Jane wouldn't let him stick around any longer.

She sat back on the couch as Peter left the house. Although she encouraged Peter to talk to Gwen, she couldn't help feel inside that one of the three of them was going to get hurt one way or another.

**Empire State University**

Liz and Harry sat by each other in their joint math classes. They had been spending a lot of time together lately. Liz had been by Harry's side during the whole situation with his father being comatose, and Harry was by Liz's side through her family troubles. It was nice to have each other, especially since they had a hard time connecting in high school.

When the afternoon classes were let out, Harry walked Liz out to the lobby, which was close to being fully repaired after the Doc Ock fiasco. Miles Warren insisted on continuing to have classes despite the problems they have faced.

"You going to see your dad today?" Liz asked.

"Not today." Harry answered, "as much as I'm worried I'm not going to be there when he wakes up . . . if he wakes up . . ."

Liz immediately scolded Harry for such thought, "Don't think like that, he's going to wake up soon!"

Harry smiled, delighted to have someone with such a positive outlook on his side, "I know . . . anyway, I really stress out a lot when I'm there, and I've been everyday this week. Peter told me yesterday that I should just take a day to relax."

"It's probably good advice." Liz said, agreeing with Peter.

Liz was interrupted then with the ring of her cell phone, she answered it, not recognizing the caller ID.

"Hello?"

. . . .

"Whoa, slow down . . . what do you mean?"

. . . .

"No, I haven't ever since . . . oh my . . . you don't think he?"

Harry stood beside her, beginning to worry as a look of concern struck her face.

"I'll see what I can do." Liz said as she hung up her phone.

"Who was that?" Harry asked worryingly.

"It was Flash's mother . . ."

"What did she want?" Harry asked.

"Apparently Flash hasn't been home in two days, and he hasn't called or anything."

"Where could he be?"

"I don't know, but I'm worried . . ."

"Why? This is Flash Thompson were talking about." Harry replied.

"Yes, but this was the same day I told him off and officially ended it with him. What if . . . what if I drove him to the point where he did something that . . ."

"Liz, I'm sure he's fine and that you had nothing to do with this…"

Liz then looked over near the exit, and noticed the man as Michael Morbius leave the building.

"Doesn't he only take night classes." Liz said.

Harry turned quick enough to see him walk out the door in a hurry, "He does . . . come on." He said to Liz as he quickly jogged over to the exit door, however, he was nowhere in sight.

"You think Michael as something to do with this?" Liz asked.

"Michael has always been Flash's fall back guy. If you're really worried about his sudden disappearance, he'd be the one to talk to."

"Then let's go." Liz said.

"Liz, we don't know where he went?"

"His father owns a bar on the west side of town, he lives above it, and no doubt he'll be there. I wouldn't be surprised to find Flash there either." Liz stated

**Meanwhile . . .**

Peter stood on the campus grounds of ESU, leaning against a tree. This was an area of ESU not many people saw on the outside. What looked just like a lab on the outside of the streets was really a small park surrounded by the buildings of the city He waited for Gwen to come out. She always went home this way, always wanting to keep away from the street as much as possible. He checked his watch which showed 2:30. – The time when Gwen's English classes were let out.

"'Gwen, Hey . . . we need to talk.' No, that sounds too desperate . . ." He said as he went through several opening lines he could use.

_What have you gotten yourself into Peter? This is ridiculous. Mary Jane is your girlfriend, Gwen is not . . . Gwen is your friend whom you __used__ to have feelings for . . . it's over, why am I even here? I should be at MJ's making out with her right now, because I absolutely I have no feelings . . ._

Suddenly he turned to see Gwen Stacy walking down the sidewalk away from him. He was stricken silent in his thoughts and frozen in his place. Just the sight of her made him nervous inside.

_Oh wow, I really need to talk to you, Gwen . . ._

Peter took a few steps in the direction she was going. She still didn't know he was there as she just kept walking in her set direction which most likely was home unless she had a modeling gig today.

_Ever since Mary Jane came between our friendship . . . _

Peter slowed down, continuing the thoughts in his head.

_And I know that you have feelings . . . for me . . ._

Peter stopped in his tracks as Gwen rounded the street corner, out of his sight.

_I really need to talk to you, Gwen_.

Peter sighed, realizing he had just chickened out. He turned the opposite way, in the direction of the Daily Bugle.

_Mary Jane's going to kill me . . ._

**The Daily Bugle**

"Oh, this is driving me crazy!" Jonah screamed at the top of his lungs as most of the office was surrounding Robbie's desk.

"Just smash it with a hammer or something!" Jonah exclaimed to Robbie

"We can't, it's Peter's cell phone." Robbie said as he stared at the device on his desk.

"Well, I can't concentrate with this constant beeping noise! Get Parker in here, pronto!" Jameson cried, slamming the door to his office.

Peter had left his cell phone at the Bugle while doing some editing yesterday. Robbie found it and kept it at his desk, but for the past couple of hours, it has had a constant loud beep that they have been unable to turn off - something that has irritated Jonah to no end.

"Robbie, why can't you just turn off the phone?" Betty asked, starting to get irritated as well.

"It's locked and it needs a password." He answered.

Jonah opened the doors to his office, trying to keep himself calm, he wore a large headphone that blocked out all noise to his ears.

"He is coming today . . . right?" Jonah asked, holding back his ferocity a bit.

"He said he was." Betty replied.

"What?" Jonah responded, not able to hear through the headphones.

Betty sighed, and stood up from her desk, removing the headphones from Jonah, who immediately starting twitching from the constant loud noise.

"What the heck did you do that for!" Jonah snapped, immediately grabbing the headphones, and putting them back on.

"You couldn't hear me!" Betty shouted.

"What?" Jonah said, unable to hear again.

Betty bit her bottom lip, wanting to scream at the top of her lungs. She turned to Robbie, "If Peter doesn't show up soon . . ."

Suddenly the elevator door opened, everyone in the office looked over to see who it was. When Ned Leeds walked in, everyone sighed in disappointment.

"Wow, I've never downed a room so bad." Ned said as he walked further into the office where Betty, Robbie, and Jonah were.

"Sorry I'm late, Jonah, I got the notes from the interview, we still don't know who the culprit is, but from the looks of it, it was definitely a super human, can you even hear me?" He quickly finished.

Jonah looked over to Ned who was staring at him intently, "What?"

"Man what is that noise? It's horrible!" He said.

"It's Peter's phone, it's been doing that for about an hour and half now." Betty responded as she plugged in her iPod.

"Why doesn't someone just get a hold of him and tell him to . . . oh, never mind." he said, now noticing they have his phone.

The elevator doors opened again, Jonah looked over and when he saw Peter, his face turned red. He took off his earphones in a calm fashion, but then he could only hold in so much.

"PETER!"

"Yes, Mr. Jameson?" Peter said, walking over to them.

"For goodness sake, please TURN OFF THE FREAKIN' PHONE!" He cried.

_What the heck? Why is the spider tracker going off?_

He grabbed his phone, quickly typed in the four letter code, and stopped the beeping noise, but that wasn't his main concern unlike everyone else on the floor, who sighed of relief.

"I'm going to have that damn ringing in my ears for days . . ." Jonah said, walking back into his office.

"Sorry, guys, I have no clue why the alarm was going off." Peter said.

"It's okay, Peter, just please . . . keep this phone with you."

". . . And as far away from here as possible." Betty added.

Peter couldn't help but laugh at the annoyance this caused, but there was little time for laughing when something caused his spider tracker to go off; which meant someone had a spider tracer with them. Peter didn't know whether to be confused or concerned, or maybe both.

Moments Later, Eddie arrived from his late lunch with Felicia.

"Hey, Peter! Did you hear about the jewelry store robbery that happened last night? Bet your boy isn't such a big hero now!" Eddie mocked.

Peter rolled his eyes, "Brock, hundreds of robberies are committed daily in this city . . ."

Eddie interrupted Peter, "Yes, but this one had Spider-Man's fingerprints all over it! I mean, a small vent, a hole in the ceiling, and broken cameras, it fits the spider's persona!"

Peter shrugged his shoulders, "Okay, Sherlock, whatever, I don't have time for this, write your story or whatever and see where that goes. I have to get somewhere."

"You're leaving again? Don't you ever come to work anymore?" Eddie joked, "Pretty soon, you'll be out of a job!"

Peter walked towards the exit, ignoring any comments made by Eddie, and stared at his phone. A small red dot appeared on his map of New York City. If whoever had this tracer was showing up on his phone, he was within a twenty five mile radius.

**West Side Pub**

Harry and Liz stood outside of the west side bar owned by Michael Morbius' father. You could hear the beat from the loud music from outside. The stench of drugs and alcohol filled the air, and the thugs that entered the bar were intimidating enough to make Harry think twice about entering the area.

"Liz, are you sure about this?"

"Don't worry, were not going into the bar, we're underage anyway." Liz replied.

"You think that stopped Morbius before?" Harry said, reminiscing back to his party.

"Morbius never had a good parental structure; both his mother and father is both a bunch of drunkards."

"How do you know this?" Harry asked.

"He went to high school with Gwen, so Gwen told me a little about him before he turned into the man he is now."

"Wow . . . influence is a powerful thing, especially coming from the family." Harry said.

"Yeah, and right now, Flash is probably falling under that influence." Liz said, fearing that she was the one who drove him into this.

Harry saw both sides to it. On one hand, he really understood how Liz didn't want to be the downfall of Flash. Flash used to be one of his best friends in high school so he hated to see him fall under the influence of Morbius, which had been happening a lot recently. However, to go as far as searching through the city to find him, and enter areas that his father would definitely not approve of held him back a little.

"So, Liz, what's your plan?" Harry asked reluctantly.

Liz walked up to the windows of the bar and cupped her hands, hoping to get a look inside. It was dark, and there wasn't much to make out. She saw a bar and few guys with drinks, but no sign of what could be Morbius.

"I can't see anything. He lives right above it, we could go . . . knock." Liz said, stuttering in her words.

"Yeah, sorry, Liz, I'm pretty sure that walking up to a bar is as close as I will go for Flash. Why don't we just wait until he comes out? He has night classes in a couple of hours." Harry said, as he looked around the street which was somewhat unfamiliar to him. He did spy an ice cream shop across the street, it looked a little rundown, but there was civilization.

"We can go get some ice cream in the meantime . . . my treat!" Harry offered.

Liz smiled for the first time since she heard Flash was gone, "Okay."

**Outside Central Park**

Spider-Man stood on a high building looking over Central Park. It was quite the view of the majestic park but he didn't have time for sightseeing, he was focusing on the spider tracker, which pinpointed the tracer somewhere in the park.

Spider-Man leaped off of the building and zipped through the trees of the park, following the signal's beeps. Finally he came within a few feet of the culprit, when suddenly; his tracer showed that he was traveling to the complete other side of the park within seconds.

Spider-Man landed on one of the sidewalks, and watched as this little red dot zoomed across the map at the speed of light.

"This has got to be a glitch or something . . ." Spider-Man said to himself.

Several people walked by Spider-Man as he was looking at his phone. Spider-Man tried to ignore the awkwardness of being on the streets with the citizens. It didn't help that it looked like he was texting.

Spider-Man quickly followed the sidewalk to the other side of the park, trying to follow the unidentified object. Once again, he was only a few feet away from him. Spider-Man landed near an intersection between several paths through the park.

"This has to be a joke; I'm standing right on top of him . . ." Spider-Man said to himself.

Spider-Man searched around him several times, he couldn't see anything out of ordinary, or pinpoint where the tracer was leading him. Suddenly, sparks began to fly out of the one of the light posts. A woman walking the streets was then struck down by a quick bolt of electricity. Spider-Man caught the attack very quickly, and prepared for another. There was no attack though. Instead, a stream of electricity flew out of the light and carried the woman's purse along with it.

The stream of electricity flew through the air at super fast speeds, and went behind a tree, deep inside the park. The electric bolt quickly expanded to form the shape of a human being. This electric man had a bright blue glow to his thin body. He opened the purse and pulled out a couple bucks from one of the pockets.

"Ah, people don't carry as much as they used to anymore."

The crook was then surprised by Spider-Man who sat on one of the branches above, "Hiya!"

"Spider-Man!" He said.

"I never thought I'd meet the real life version of Dr. Manhattan here in Central Park!" He said, leaping of the tree, onto the grassy floor.

"How did you know about me?" the man said nervously.

"Well, that depends on your answer of how you came into contact with one of my spider tracers!" Spider-Man replied.

"Spider tracer? I've never heard of such a thing!"

"Yet, here I am, tracking you down. I don't know if this is bad luck for you or a sign from God that I really need to send you to jail . . . either way, I'm going to need the ladies purse back."

That caused a laugh from the mysterious criminal, "You think you can take down Electro! I'm unstoppable!"

"So you do have a name, I was just going to call you the Watchmen or something."

Electro cringed at another one of his jokes, "I've had enough of your mouth, you know."

"You have to admit, a floating naked blue electric man just screams, 'make fun of me'" Spider-Man quipped.

Electro immediately shot two jolts of electricity out of his hands. Spider-Man dodged the two immediate bolts with ease, but soon realized he was in no place to fight him. The tree allowed for some movement, but he couldn't get too high if he needed too.

"Shut up!" Electro screamed as he turned into a bolt himself and became a homing missile that followed the hero.

Spider-Man used his spider-sense to make sure that he wouldn't get a direct hit, Electro was fast though, he was practically flying lightning, but he still had body weight to carry.

"Keep your pants on, Sparky!" Spider-Man said, "Oh, never mind . . ."

Electro was quickly getting infuriated, and didn't want to deal with him much longer. He returned back to his human form. He was still trying to figure out what the hero meant about tracking him. Electro made sure that he was never to be caught or seen.

"You've got a lot of nerve coming after me like this." He said as he formed two static balls of electricity that he controlled.

Electro threw both of the static balls at Spider-Man, one after another, but Spider-Man flipped over both of them with ease, and shot two web lines at the electric villain. It didn't affect him whatsoever. The webs just burned away when they came into contact with his skin.

After their very quick battle, they realized it was a stalemate. Spider-Man matched Electro's quickness with his own, and Spider-Man couldn't do any physical damage to someone who was exerting so much electric energy.

"It seems neither of us really has the upper hand here." Electro stated.

"So it would seem . . . who are you?" Spider-Man asked.

Electro just laughed however, "You think you're in a position to interrogate me?"

Suddenly, Electro turned into a stream of electricity, and quickly escaped into the nearest lamppost. Spider-Man couldn't do anything as the electric menace escaped from the hero. With his ability, he could be half way across Manhattan in seconds, traveling through the electric fields.

"Don't think you can run that easily, Electro." Spider-Man said as he looked at his phone, watching the red dot travel fast across the city, eventually going off the edge of the map.

"Oh, right . . . it has limits." He said to himself, "I wonder who he was? He isn't like anyone else I've ever fought in the past. I wonder if he could be a mutant."

**Parker Household, After Sunset**

Max Dillon entered through the back door of the Parker's house, wearing the same clothes as earlier today. He slowly sneaked into the living room, not wanting to cause too much commotion if Aunt May was already in bed.

He then stuck his hand in his pocket and pulled out the small spider tracer. He stared at the glimmering spider for a few seconds, "There's no way . . ." He said to himself.

He walked upstairs and peeked into Peter's open bedroom door. Peter didn't seem to be home yet, so he entered into the room.

Max looked around for anything suspicious. He flew through his school papers on the desk, which a few of fell onto the floor, he sifted through the clothes in his closet, and finally came upon something when he looked under his bed.

Max pulled out a large box which a padlock was keeping closed. He placed the box onto the bed, looking behind him occasionally to make sure no one would find him lurking about.

"What are you hiding, Peter . . ." Max said to himself.

He put his finger up to the padlock, and a small spark caused the lock to separate from the pad, and fall off of the chest. Max opened the box and looked inside. A devilish grin came upon his face as he pulled up the mask of Spider-Man.

"So . . . it is true."

He sifted through the box some more finding an extra suit with holes all in it from the past fight with the Green Goblin. There was a red ski mask, which he used for situations when he didn't have a mask, as well as his old wrestling shirt. There were a pile of web cartridges and spider tracers thrown at the bottom of the box as well.

Max clinched the mask in his grasp. "Peter Parker is Spider-Man . . . things just a got a whole lot more interesting."

**Next Chapter: Love Hurts, Part 4**


	18. Chapter 18: Love Hurts, Part 4

**The Marvelous Spider-Man**

**Chapter 18: "Love Hurts, Part 4"**

**Previously . . .**

Max Dillon has overstayed his welcome at the Parker house, and Peter begins to feel bad vibes around him, unlike Aunt May who is completely fine with him here, insisting they are helping him out. However, after hearing the past of Dillon, Peter feels even worse, and splits to Mary Jane's leaving back an old spider tracer which Max finds.

Liz worries when Flash is out missing for two days, right after they broke up. She begins to feel that she's responsible. So Harry and she try to find out where he is. They find a clue when they spot Michael Morbius at the campus during the day. They then stake out at an ice cream shop across the street from his dad's bar. Meanwhile, Peter backs out on talking to Gwen about the situation between them and MJ.

After the robbery at the jewelry store, Eddie and Ned disagree on the story while Peter picks up his lost phone, which picks up on the tracer Max found. The tracer soon led him to a fight with the mysterious Electro, a being of energy who can travel through several electric sources. Later, Max arrives at the parker's only to search through Peter's things and find a backup mask.

**Parker Household, Later that night.**

Peter had come home from a long day. He had a painful conversation with Mary Jane, he didn't have a painful conversation with Gwen, he had to deal with some problems at the Bugle involving Eddie Brock, and to top it all off, he ended up fighting an electric being calling himself Electro. All he wanted to do was come home and go to sleep.

As he opened the front door of the house, and turn on the light, an eerie Max Dillon stood in the middle of the room, with his hands behind his back.

"Max, what are you doing?" Peter asked suspiciously.

"You think your just hot stuff, don't you?" Max started off. Peter could already hear the hostility in his voice.

"What?" Peter asked in confusion.

"You heard me, Peter. Just because I grew up in the slums of Hell's Kitchen and you had a precious life here in Queens, you're afraid to be around someone like me!"

"That's not . . ." Peter started to say.

"Well guess what, Peter! You should be!" Max interrupted as he threw a Spider-Man mask in front of him.

Peter's eyes widened in surprise as he stared at the mask. He picked it up. Electric burns covered the material. Peter returned Max is full attention.

"Where did you get this?" He asked seriously.

"You know, Peter, I think I understand why someone like you wouldn't care for me. After all, we have two different mind sets."

Peter stared at him intently, he knew something was up, he just didn't know what it was.

"You, Peter Parker, aka Spider-Man, swing around the city every day, selflessly putting yourself in harm's way to protect the citizens of this city, while I, Max Dillon, will do whatever it takes to make everyone that made my life hell as miserable as I was." He said menacingly.

"Max, you need to calm down." Peter said calmly.

"I DON'T NEED TO CALM DOWN!" He yelled, causing Peter to jump back.

"I was an outcast Peter . . . an outcast my whole f($&ing life! And now I have the power to get back everything I've never had . . ."

"Max, what the hell are you . . ."

"I'm not Max, the old Max Dillon was weak, he was a nobody! No, from now on, I am ELECTRO!" He shouted as he exerted his energy to turn himself into the glowing blue menace while his clothes burnt off into nothing.

"You . . . it was you!" Peter said.

"You know, if you weren't stupid enough to leave around one of your tracer things, we probably wouldn't be here right now. However, this is good, because now before I take my trip around the old homelands, I can take down the hero who would be the only one brave enough to stop me!" Electro shouted.

"Don't do this . . ."

"You can't stop me!"

Peter was stunned; he didn't know what to do. A completely unstable villain stood in his living room and found out his identity, while his Aunt May was asleep upstairs, or so he assumed. She probably wasn't now with all the commotion going on.

"Max, please, just . . ."

"It's Electro! Max is dead!" He said, as he exerting his energy in anger, causing the TV to turn on and off as well as some lights.

_I have to get him out of here. _Peter thought.

"Fine, if that's what you want . . . I still think you could be a little more modest about your appearance." He said.

Electro had enough. He charged into Peter, propelling through the front door and out onto the yard. It was late, so odds of there being too many people awake was slim, however, Peter didn't want to make a scene.

He quickly recovered from the attack, and faced up against Electro. He didn't have any of his gadgets with him nor did he have time to change into his costume.

"I don't want to cause a big scene here, Electro, and I suggest you don't start one."

"What do I have to lose Peter? Unlike you, I want people to know who I am! I want them to know what I've been through, and soon, more than half this city will learn to fear me!"

"You're in over your head, Max!" Peter screamed.

"I told you, ELECTRO!" He said, shooting out a constant stream of electricity at Peter, who was heading back inside, hoping to grab his web shooters from his bag. If anything he'd be able to lead him to a more desolate place.

Electro was quick though, He tackled Peter in the back as soon as he entered the doorway. They fell onto the coffee table, which broke under their weight. Peter felt some major volts running through his body just by contacting the villain.

He turned around, cringing from the landing which knocked the air out of him, and looked up to Electro, who was flying above him.

"I tell you man, the view down here is not pretty." Peter quipped, turning his head.

Electro was about to blast one final jolt into Peter when Aunt May appeared at the stairwell, "Oh my god!" She screamed.

Electro quickly turned around, "No . . . you can't see me! No!" he said.

Before giving it a second thought he converged his body into a stream of lightning, and flew out into the power lines outside the house.

"Peter, who was that . . ." She said running down in her nightgown to help Peter up.

"That was Max . . . or Electro, as he now wants to be referred as." Peter replied, rubbing his back.

"Oh my dear, what has happened here . . ." She said, falling back on the couch, overwhelmed by what she has witnessed.

"I honestly couldn't tell you, but he's very dangerous and we need to find a safe place until he is put behind bars."

Aunt May put her hands in her face and began to cry. Peter sat down beside her, trying to comfort her through the stress.

"Oh, Peter . . . this is all my fault. I should have listened to you. I'm sorry for putting you in danger like this."

"Aunt May, don't beat yourself up about this, I couldn't have known that he was an unstable minded, electric freak."

"I just can't believe this has happened." She said as she looked around the minor destruction that was caused.

"It's okay, Aunt May . . . He's gone for now, but I think we should find another place to stay tonight. I don't want to take the risk of him returning tonight."

Peter pulled out his cell phone and dialed a number quickly, while his Aunt began crying on the sofa.

**Meanwhile, across town . . .**

Harry and Liz sat inside the ice cream shop eating a chocolate cone. They had been sitting there for about an hour and half now, however, they didn't even notice it as they enjoyed each other's company. Liz continued talking about her family life and where she had come from. The way things were going, it was like they were on a date, without the dating.

"So, you grew up in Missouri?" Harry replied to her previous statements.

"Yep, I know I don't quite have the accent that I should, but being in New York for ten years pretty much killed it."

"That's sad; I think an accent would be cute." Harry said.

Liz blushed at his comment, taking a bite from her chocolate cone.

"Where's Mark at these days?" Harry asked.

"I don't know. After his whole ordeal with Gwen, It was kind of hard to talk to him. He moved out a few months after and I haven't heard from him since."

"He live in the city?"

"Somewhere . . ." Liz said.

Things became quite now. They had been talking to each other about themselves for over an hour, and never once did they tire out. Liz especially enjoyed this considering how she was beginning to develop feelings for him lately.

"Hey, Liz, let me ask you something . . ." Harry started.

"What?" She responded curiously.

"Do you ever wonder why our one date in high school never went anywhere?" Harry asked, curious about her response.

"Well, we were young." Liz said simply, "I don't think we really even thought about the other person like we should have. Plus, I'm sure you feel as I do that it was probably one of the worst dates . . ."

" . . . I've ever been on." Harry said along with her, "Yeah, normally that's something I wouldn't want to admit, but I'm pretty sure the gods were against us that day." Harry said smiling. Liz uttered a small laugh at his comment.

"You think maybe . . ." Harry started off before being interrupted by Liz.

"Morbius!" She shouted, "He's on the move."

Harry looked outside and saw exactly what Liz saw, Michael Morbius leaving the bar.

"Oh, great! Let's go get him!" He said hesitantly.

Moments Later, Liz and Harry caught up with Michael.

"Yo, Morbius!" Liz shouted, catching his attention as he turned around. His long black hair and creepy facial features made him look like a monster under the weird lighting.

"Where's Flash?" Harry asked.

Morbius shifted immediately, "I don't know what you're talking about." he said in a thick accent, and then continued walking, popping a cigarette in his mouth in the process.

"Then why were you at ESU this morning?" Liz asked. This caused Morbius to stop in his tracks and turn around.

"I thought you two broke up, why are you so interested?" Morbius asked.

"He's still a friend." Liz said.

"And we don't want him getting caught up in the wrong crowd." Harry added.

"And I'm assuming you think I'm this 'wrong crowd' you speak of." Michael added, blowing smoke out of his mouth.

"No duh . . . what do you know?" Liz asked once again.

"Flash came to me two days ago, all depressed and angry. I settled him down; let him have a drink or two to calm him down. I took him to a nice place where he could loosen up a bit, and then next thing I know, he's gone! Well, I don't want a missing person on my record! So I was at ESU this morning to see if he made his way back safely, well, with no sign of him, I stayed at the bar today, hoping maybe he would show back up. I guess that never happened." He explained, taking another puff of his cigarette.

Liz was both sad and angry. She was obviously the reason behind his disappearance, but she wanted to beat Michael to a pulp for letting it get this bad.

"I can't believe this . . ." Liz said.

Michael rolled his eyes at Liz's reaction. He obviously felt she was overreacting to the situation. He then walked away from the two without any words.

"Hey where do you . . ." Harry started, before being interrupted by Liz.

"Let him go, Harry, he wasn't any help . . . I just can't believe he took it so hard, and now he could be anywhere, and who knows what his conditions are now that Morbius is involved." Liz said, worrying.

"Something will turn up, Liz, trust me. Come on, I'll walk you home, we can try and do more tomorrow, but it's starting to get real late and it's not safe to be out anymore." He said.

Liz agreed with Harry as they started towards home.

**Unknown Location**

Three men sat in a small rundown house. Each of them was holding a pile of money in their hands, flipping through it constantly. They were all physically fit, and were threatening in size.

"Boys, we hit the jackpot today." one thug said.

"I think I'm going to buy me a new watch." another thug said.

Suddenly the front door was blown across the room and into one of the thugs, who was sandwiched against the wall.

This immediately caused them to draw their pistols, pointing them toward the entrance. Max Dillon walked in slowly. The thugs relaxed in their defensive manners

"It's just a lousy kid." one thug said.

"I'm looking for Alexander O'Hirn" Max said calmly.

The three men looked at each other simultaneously, and began to laugh.

"You want to pick a bone with Alex?" He said.

"Don't mock me." Max said, showing hostility in his voice and face.

One of the thugs grabbed Max by the shoulder, and began forcing him to leave, "Come on, kid, it's past your bedtime."

Max grabbed the thug's arms, and a jolt of electricity sent him flying into the other side of the hideout. As he crashed through the table, and into the wall, the other two thugs quickly withdrew their weapons. Max quickly electrocuted both weapons, causing them to fly out.

"Now, I'm going to ask one more time . . . where's Alex?" Max said, walking up to both of them as electricity flowed out of his hands.

**The Watson Residence**

Peter lay on Mary Jane's couch. He had a blanket over him, and all the lights were out. He couldn't sleep though. He could only think about Max, and what has happened to him.

_I can't believe it. He knows who I am. I can't escape from that . . . ever. He will always know. I can't let someone like that just roam around while I sleep. I have to stop him. He's unstable, and with the power he's withholding . . ._

Peter shoved the blankets off of him, and got up off the couch. He opened the front door slowly, and left quietly.

_At least Aunt May should be safe, he seemed to be upset when she saw him. He probably feels she's the only one who respects him. At least I won't have to worry about her._

Moments after Peter had left; Mary Jane walked downstairs and entered the living room. She had been hoping to discuss what happened between him and Gwen today.

"Peter?" She whispered.

As she walked further into the room, she noticed that Peter wasn't on the couch, and his blanket was on the floor.

She gasped in surprise to see Peter not on the couch.

"Peter? Where are you?"" She whispered to herself.

**Daily Bugle**

Spider-Man soon landed on the roof of the Daily Bugle. There was only one small light coming from the top floor. Spider-Man hoped this was who he thought it was.

He crawled down the side of the Bugle and looked in the window. He saw Robbie working on some last minute details before going home for the night.

Spider-Man knocked on the window. Robbie looked over and in surprise, saw the web slinger waving at him.

Robbie was reluctant, but opened the window, and allowed Spider-Man to enter.

"Spider-Man, do you know what trouble I will be in if Jonah finds out I've let you in?"

"I know, I just need some help from a friend."

"What is it?" Robbie asked.

"Does the name Alex O' Hirn mean anything to you?" The hero asked.

"It sounds familiar . . . here; let me look it up real quick." Robbie said, going to his computers, "What is your connection with him?"

"None, but he could be in danger."

"I've found something in the Bugle files, Spider-Man; it says that he is a well known gangster of the R.H.I.N.O. gang. While he will sometimes operate in other areas, he is most likely to be housed in the depths of Hell's Kitchen. Due to his constant moving, police have been unable to track him to one constant spot." Robbie read. "If you don't mind me asking, why are you trying to save a criminal?"

"Because there's someone a lot more dangerous than him out there that's going after that man." Spider-Man said, pointing to his picture, which was a little distorted, "Are there any addresses on him at all?

Robbie search through the article some more, when finally he stumbled upon one, and gave it to Spider-Man.

"Thanks, my friend, you've been a great help." Spider-Man said.

"Anytime, I owe you for helping me home that one time." Robbie said, turning around in his chair. However, he soon realized he was talking to nothing. Spider-Man was already on his way to stop Max.

_He said he had the power destroy those who made his life hell. This is the first place he would go . . . I just hope I'm not too late before that anger that he's been holding in for his whole life is released._

**Hell's Kitchen – R.H.I.N.O. Hideout**

Cops surrounded the area of a well-known R.H.I.N.O. hideout. It had been known and rarely used to the fact that its whereabouts were known. Most people avoided this gangster hideout, even the gangs themselves, afraid the cops would stage a trap for them. However, three members were lucky enough to be there that night, only to get roasted by an unstable-minded Max Dillon.

Captain Stacy stood outside the destroyed hideout on the radio. While ambulances and other squad cars arrived shortly before, cleaning up and investigating the mess. Soon to show up was Spider-Man, who landed on the awning of a nearby store.

Captain Stacy saw of his arrival, and made sure to let him know what had happened.

"Spider-Man, I see this little attack has caught your attention as well." Captain Stacy said.

"This involves me more than you know . . . how are the men?" Spider-Man asked.

"In critical condition . . . do you know who is behind this?" the cop asked.

"The same person who's been behind every other mysterious attack." Spider-Man answered, "Where's the next nearest hideout for this gang?"

"That's what we're trying to find, I have a few cars on radio and their scouting the neighborhood as well as nearby neighborhoods."

"Tell 'em to look out for a bright flash. Electro will stop at nothing." Spider-Man answered, swinging off to help in the search.

**Angelo's Pizza Place**

Sha Shan Nguyen was packing up for the night. After today's hard work, Angelo was going to give her the next two days off. As she finished cleaning her final table, she noticed a shadowed figure hanging against the front door of the restaurant.

"Sorry sir, we're closed." She yelled out, putting away the washcloth. She noticed that the figure didn't budge from his spot.

As she walked over to the front door, the shadowed figure became clearer. Flash Thompson was standing in the doorway.

"Flash?" Sha Shan said, opening the locked door, "What are you doing here?"

"I just need a friend to talk to . . . and I don't know where else to go . . ." He said, "Can I come in?" He asked solemnly

"Sure, sure . . ." she responded, inviting Flash to sit down at one of the tables.

"What is it?" Sha Shan asked.

"I know we don't know each other very well, but I feel like I have no one else to turn to."

Sha Shan sat down across from him, willing to listen.

"You know, I thought my life was great. I never had any problems. I felt like I could just do what I want, whenever I want, and get away with it, even if it wasn't the greatest decision. I had a great girl in Liz, and lost her. I go to a great college that my mother helped pay for, and now I wouldn't be surprised if I'm going to get kicked out for skipping so much. I never realized how much of an idiot I was being until . . . now."

"When did this kick in?" Sha Shan asked, curious of his sudden change of heart.

"When Liz broke up with me . . ." He answered, "She opened my eyes. I was never there for her, It was all about me, even since high school, it's been about me. _I_ won the championship at Midtown High, _I_ was the MVP, _I_ was the boyfriend of the most popular girl in school. And now I am in college, and I still act like a kid!" Flash said.

Sha Shan couldn't believe what she was hearing. She had only met Flash a few times, once was at the stadium when he helped save Captain Stacy from the Boomerang, and now he was pouring his heart out to her like she was his best friend.

Flash looked up at Sha Shan who just listened silently.

"I'm sorry, I shouldn't be wasting your time, what am I doing?" Flash said to himself.

"No, no, continue . . . your obviously feeling pain. I may not know you very well, but your friends of friends, so I care for you."

"I am nobody's friend anymore, and if I am . . . then I owe them a lot." Flash admitted, "I have done a lot of thinking the past two days. I spent a day at a bar of a friend of mine, and really just went all out. When I woke up the next day, it's like everything was clear. I understood my mistakes, I realized what I have done, and I had a horrible headache to go along with it."

Flash was serious about his admissions, and Sha Shan could see it. Flash may have been one for joking a lot of the time, but things seemed to have clicked recently.

"I have been a jerk to everyone, Liz, Harry . . . and of course, Peter . . . I don't know why I never saw what I had been doing has wrong before."

"Maybe because of Liz breaking up with you." Sha Shan stated.

Flash looked up at Sha Shan, and nodded in agreement, "At first I was pissed at her, because she didn't know what she was doing . . . but I know now why she never loved me . . . I now feel the pain that I've always been giving to everyone else . . . she's better off with Harry."

"She's dating Harry?" Sha Shan asked in surprise.

"I guess. I haven't talked to anyone in days . . ."

"I think it's time you went back to school, and saw your friends." Sha Shan said.

"Wouldn't it be easier if I just dropped off the planet?" He said, somewhat jokingly.

"Running away from your problems isn't going to help anything . . . besides, I heard ESU's football practices start this weekend . . . You looked forward to that, didn't you?"

"Yeah . . ." Flash said.

"Everything will be fine." Sha Shan reassured Flash, placing a hand on his shoulder.

"Thanks for listening Sha . . ." Flash said humbly.

"Anything for a friend." She replied with a smile, which earned her one from Flash.

**Substation - Hell's Kitchen**

Alexander O' Hirn was a full time criminal. He was the leader of well organized crime in this area of the city. He was bald, heavy, but thick in muscle. His size was equal to that of a wrestler. He had a tattoo on his arm of a rhinoceros head, with smoke coming from the neck. It covered most of his large bicep. Right now he was standing outside his hideout in a thick jacket. It wasn't near the streets, so he wasn't in danger of being seen by patrol cars, however, he did want to keep a lookout.

He was housed near a substation that fed power to most of Hell's Kitchen. Four large power lines shot up around the substation box, as well as other electrical boxes.

Alex tossed a cigarette to the ground, preparing to walk to the other side of the hideout, when suddenly he was approached from behind.

"Alex . . ." Max said.

Alex turned around to see a young man about half his size.

"Run off, runt." Alex said.

"No, Alex, not this time." Max added.

Alex suddenly realized who he was talking to.

"Max Dillon, you really have got some nerve to come to one of my hideouts." The gang leader said.

Electricity could be seen charging through Max's eyes. Just being in the presence of Alex was making him angry.

"I took so much bullshit from you O' Hirn; So much bullshit that I should have never had to deal with as a kid."

"Your gonna get yourself hurt real bad, Maxy, you better get out of my sights right now or . . ." Alex stated before being blasted halfway across the alley into the next building.

Steam was coming from Max's hands as he watched his nemesis struggle getting up.

"I bet that hurt didn't it, Alex!" Max said, walking toward the gang leader.

"What the hell are you?" Alex said as he stood to his feet.

"Your worst nightmare!" Max said as he transformed into his complete electric form.

Alex was stunned, but he wasn't afraid, He ripped off his coat, revealing a bulletproof vest over a wife beater, which exemplified his muscles quite well.

"Bring it on, lightning bug! You're dealing with the Rhino himself!" Alex screamed.

Electro quickly brought a storm of lightning from the sky and aimed it toward Alex who was able to avoid most of the blasts. He got nicked a few times, but he stayed on his feet.

Alex was getting closer to Electro as he continued to dodge the shots, "You got lousy aim, Maxy!"

"It's Electro!" the super villain screamed at the top of his lungs. Electro exerted a full blast range of electricity all around him. The radius caused Alex to fly through a brick building, and also caused streetlights to flicker.

Electro flew in close to Alex and grabbed him by the neck. He was nowhere close to beaten physically, but was slow in regaining his composure.

"You ruined my life." Electro stated, "Because of you, I have to live with the memories of fearing for my life everyday! Do you know what that's like?"

Alex struggled for air as Electro began squeezing harder. It didn't help that the electricity flowing through his hand was paralyzing most of his body.

"You ruined me! Max is dead, because of you . . . and Electro is taking revenge!" He said, now beginning to squeeze with full strength when he suddenly he was knocked to the ground with a smack to the head.

A lid to a garbage can fell to the ground; Electro rubbed his head, and looked back and saw Spider-Man backed up by several cop cars.

"Stop it, Electro; you don't want to do this!" Spider-Man said.

"No! Not you! I was so close!" Electro screamed, grabbing the metal lid that hit him in the head and throwing it back at Spider-Man, who dodged it with ease.

"Killing him will not solve anything! It will only make you feel worse!" Spider-Man screamed to Electro, who was floating closer to him.

"Get away from me!" Electro screamed whilst tossing an electric ball toward the web-slinger. Spider-Man jumped away from the blast, but the explosion caught him, and paralyzed him slightly. He fell to the ground, quickly regaining his feeling.

_He's completely lost. His mind is focused only on revenge. I have to stop him before he wipes out the city._

Spider-Man looked behind him. The few cops who followed him had run off to safety, however, looking at the power lines, an idea came to his head.

He jumped up, and swung over towards the substation, landing on one of the power lines, "So, tell me, Electro, how did you come across your powers?"

Electro didn't answer as he as too focused on taking out the hero. He flew up to Spider-Man shooting two electric bolts. Spider-Man leaped onto the second power line, while Electro was continuously drained by the power plant.

"You know, Electro, your aim is crap!" Spider-Man commented as he dodged another line that was drained by the power lines.

However, constant streams of electricity were quickly draining Electro through the substation.

"What is happening!" Electro screamed as it became harder to form electricity under his control.

"You're being drained like a battery, Max!" Spider-Man said.

"No! I will not lose!" He screamed.

Electro pulled together as much electricity as he could, and launched another radial blast, this time bigger than the last. It electrified most objects within a fifty yard radius.

Moments later, after the dust settled, Spider-Man slowly stood up. He began rubbing the back of his head, walking toward the substation, which was completely destroyed.

Lying on the cold ground was a bare Max Dillon, completely drained of electricity. Captain Stacy, after searching for a missing Alex, strolled toward the hero, who was still getting over the shock, Stan and Jason picked up and carried Max's unconscious body away from the area.

"You okay?" Spider-Man asked.

"Yes, don't worry, the blast mainly focused on you."

"I feel it." Spider-Man confirmed, "Captain, do you know how he became like that?"

Captain Stacy let out a sigh, realizing he had to share the information, "Spider-Man, Max Dillon worked at the power plant that Dr. Octavius trashed a few days ago. After digging deeper into the investigation, we found that there was an underground lab that was being run under the plant. Max Dillon must've been caught in the building during the explosion, and who knows what kind of chemicals they have housed down there. For all we know, the plant it was just a disguise."

"Who owned the lab?" He asked.

"Well, clues let us to believe that Roxxon Industries was behind it."

"Hammer . . ." Spider-Man mumbled.

"Spider-Man, if you haven't noticed, there have been a dangerous rise of these super criminals over the past few months."

"Yeah . . . I've noticed."

"I think you should know that were in the process of trying to handle these outbursts."

"How do you plan on doing that?"

"Well, the NYPD was contacted by an agency." Stacy said.

"Please tell me it wasn't Nick Fury." Spider-Man said.

"I can see you have already met." Stacy replied.

"He's a jerk . . . what is he up to?"

"Well first, he's building a compound on Ellis Island called the Vault. It's super secure, and is made to house criminals like Electro and Doctor Octopus. He also wants his agents to replace and/or combine with the NYPD, so that men like the Big Man, Tinkerer, Hammer, and others will not be allowed to run the city in hiding or get murdered before we do get to them."

"Why can't you do that now?" Spider-Man said.

"SHIELD's practically above the law. They don't need evidence, warrants, and they don't have many rules."

"That's what scares me . . ." Spider-Man said.

"I'm only telling you this because mainly I want you to watch out. As of now I support what you do, but if you intervene with SHIELD without authorization . . . they can kill you." Stacy said, "and I don't know how long how be out here to make sure they don't."

Captain Stacy left Spider-Man on that note, heading back to his squad car. Spider-Man smacked the ground with his fist, and zipped off into the sky.

**The Next Morning, Hospital**

Harry sat inside the hospital room his dad was being housed in. He missed yesterday with him, hoping to relieve some stress. The Nurse was checking up on the machines hooked up to Norman. Harry watched as his father moved his head slightly.

"He moved." Harry said to the nurse.

"He's been doing a lot better. His coma has been quite sporadic than most, I've honestly never seen a coma like his to be honest."

"What?"

"His body is working like its active and alive, yet he's out cold."

Harry wondered about this, but didn't worry too much about it. He was just hoping his dad would wake up soon. The nurse left the room for a moment, leaving Harry and his father alone.

"Hey, dad . . ." He said to his unconscious body.

"I don't know how crazy I look talking to you while you're unconscious but I don't care."

Harry watched, hoping he would get a response.

"I almost asked her out yesterday . . . I think she might be interested. Just to give you an update on my life. I also am doing better in my science classes. I hoped you be proud."

Harry stared at his motionless father and began to tear up, "I miss you . . ."

Quietly, Liz walked through the door, and placed a hand on Harry's shoulder.

"Liz . . . how long were you . . ."

"Long enough . . . how's he doing?"

"I don't know. I keep talking to him hoping he'll respond . . ." Harry said as he sat down in the chair, "thanks for coming Liz."

"No problem . . ." She said, sitting down in the other chair.

"So, you heard everything I said, huh?" Harry asked.

"Well . . ." Liz teased.

Harry smiled; it was the only time he had been smiling recently, when Liz was around. She made this whole trial he was going through so much easier. The trial was about to come to an end. As the silence began to come across the two friends, Norman's eyes slowly opened, and he mumbled out a few words.

"Fifre…mah"

"Dad?" Harry said, quickly lunging to his side.

Norman winced a few times before realizing his surroundings, "Harry . . ."

"He knows who I am!" Harry said, smiling.

"How could I forget my own son?" Norman said to Harry with a smile.

"You were hit in the head, do you remember anything?" Harry asked.

"I remember . . . I remember signing a document . . . with someone . . . and then I remember you going to college . . ." Norman answered.

"Dad that was months ago." Harry said, "It's September now." He added.

Soon, the nurse returned to his room, and was pleased to see his awakening, "Ah, Mr. Osborn, good to see you."

"How long have I been out?" Norman asked.

"Almost two full weeks." Harry said.

"And He's been here almost every one of those days." Liz added.

"I know . . . I hear you." Norman said.

"You what?"

"I've heard every conversation since I entered my coma."

"Wait, I don't understand, you knew you were in a coma?" the nurse asked.

"To be honest, it was like I could control everything in my mind, and hear all my surroundings, but I couldn't do anything about it physically." Norman responded.

"So, Liz, I overheard the other day about you needing a job . . ." Norman turned his attention, while the nurse left the room with a befuddled look.

"Oh yeah?" Liz said, recalling the last time she was here.

"Would you consider being my personal secretary at OsCorp . . . I overheard Dr. Stromm saying that our last one quit . . . something about an attack?" Norman mentioned.

"Are you serious?" Liz asked.

"How about this . . . you agree to go out with Harry, and I'll give you the job." Norman offered.

Liz smiled at Harry who went along with his dad, opening up his arms. Liz jumped in excitement, and into Harry's arms, hugging him tightly, "Yes!"

Norman smiled as he watched his son embrace Liz in a hug.

"I have to go tell Gwen! I'll be right back." She said to the two Osborns.

"She's a great girl, Harry. I know, I've known her for quite a while now. She's caring and responsible, which is why I know she'll be perfect for the job."

"Dad . . . it's so good to see you . . ."

"Harry, sit down . . ." He said, offering his to sit beside him, "Listen, I overheard how you felt about me . . . being a father . . ."

Harry shifted a little, now realizing he had heard all of his conversations with Liz.

"I'm sorry . . . I never realized how much we've been separated, how much we've grown apart, and how much I've been attached to my work. I promise you, son, that from now on, I will be a better father." Norman said.

Harry smiled slightly to his comment, hearing the sincerity in his voice.

"I want to be a father you look up to, not one that you despise." He added, "Maybe we can start over."

"I'd like that." Harry said, as the father and son shared a hug.

**Empire State University - Campus Grounds**

After so much excitement the past few days, Peter had a lot on his mind. However, before any other actions were done, he had to take care of one major problem first.

He stood near a small tree on the campus grounds. He had been waiting for a few minutes now. He had his hands in his pockets and was shaking quite abnormally. He was nervous. He finally decided to face the facts with Gwen, and finally set things straight with their friendship. He looked upward as Gwen left the lobby out to the campus grounds, and headed in Peter's direction

"Hey, Gwen." Peter said timidly as she walked by.

"Hi, Peter." She responded, looking away from him.

Peter noticed she wasn't in the mood for this. They had been quite distant since Mary Jane came into Peter's life. It's only gotten worse. Peter thought he had solved this at the hospital, but Gwen seeing Peter and Mary Jane so happy together shattered any hopes that they would ever be together.

"Mind if we . . . talk?" He hesitantly asked.

"Well, I have to get home soon, you know, Dad worries when I'm . . ." Her excuse was soon interrupted as Peter sat down on the bench.

"Gwen, I've been avoiding this long enough, please . . ." He said, inviting her to sit down.

"Okay." She said, sitting down on the bench. She held her schoolbooks close to her, hugging them. She was very uptight, and she showed it.

As Gwen stared at the sidewalk in front of her, Peter tried to figure out how to start the conversation. He never had time to rehearse what he was going to say, or even think about it. He froze on the spot. Gwen seemed to also have a hard time finding the right words. She never even noticed Peter went a while without saying anything.

Suddenly, they turned to face each other, simultaneously speaking, "I'm sorry."

The two friends both leaned back in surprise.

"Why are you sorry?" Peter asked.

"Because I've been acting like a complete jerk to you and Mary Jane."

Peter listened intently. He didn't expect to hear Gwen apologize, because he didn't think she did anything wrong at all, but he let her speak.

"I have been practically building a wall between us. I have never made an attempt to get to know her, and I've been upset because . . ."

Gwen took a break in her sentence, re-gathering herself.

"I guess I just . . . I feel like because I didn't act on what could've been, we've lost what we would've been."

"Gwen, there's no reason for you to apologize. You did nothing wrong. Please understand that. You don't need to punish yourself for what didn't happen. You needed time, I completely understood that. But at the same time . . . I mean . . . It was just bad timing. I know we haven't been the best of friends since MJ and I started dating, but that doesn't mean we're not still friends."

"I know, but after you talked with me at the hospital, I thought there was maybe this glimmer of hope that maybe, just maybe you still had feelings more me." Gwen added.

Peter shifted as she ended the sentence. He had been avoiding the fact that he still had feelings for her. He was excited that he had a girlfriend such as Mary Jane, and as Gwen and he slowly separated themselves from each other, he just abandoned the idea.

"Gwen, I have barely talked to you since then . . . but I haven't forgotten you one bit." Peter replied.

"What do you mean?"

"Mary Jane and I . . . we haven't been as close as we should."

Gwen looked at Peter, as he continued.

"It's like I'm afraid to go any further with her than where we are now, and we're not that far." Peter stated.

"Why?" She asked.

Peter gazed up at her eyes and she immediately caught his reason. Her eyes widened, and her mouth opened slightly. She didn't know Peter even still thought about her.

"At first I tried to deny it, but the more and more I think about it, it makes complete sense . . . I can't get you out of my head."

Gwen stared in awe, still speechless. Peter stared into her eyes, which were fixated on his.

"Neither can I . . . ever since I practically met you." She let out a small laugh.

"Looks like we've both been a little slow when it comes to us." Peter responded.

"Yeah, we haven't really been the most communicative couple." Gwen said.

Peter nodded in agreement.

"Maybe it's time that changes . . ." Gwen said.

"After all that we've been through as friends and all we've experienced during this time. One thing's clear to me, Peter . . ." She said.

"What's that?" He asked.

"I love you." She said.

Peter fell silent, not knowing how to respond to her admission.

"I know that sounds weird considering you're in a relationship . . . but since everything's kind of, being said here . . . I just need you to know."

Peter was suddenly drawn to her and her likewise to him. He slowly caressed her face, and leaned in. His lips touched hers, and they shared in a passionate kiss. At first, Gwen was surprised, but she quickly kissed him back. It was the moment she had been waiting so long for.

After a few moments, Peter pulled back slowly, releasing his hand from her face. They both stared at each other for a moment, when Peter's face began to fall.

_Oh my god . . . I just kissed Gwen, I'm with Mary Jane now . . . she wanted me to fix the friendship not kiss her . . . Gwen loves me, I'm with Mary Jane now . . . I will have destroyed the trust between us . . . Gwen . . . but Gwen, I . . ._

"I'm with Mary Jane . . ." Peter mumbled.

"What?" Gwen asked.

"I can't believe I did . . ." Peter started and looked at Gwen, still in shock at what happened and what is happening. Peter couldn't even pick out the right words to say. The one thing he couldn't bring himself to do with his own girlfriend, he did with Gwen.

Gwen also soon realized what just happened after she snapped out of the moment. "I should go . . ." Peter said as he stood up, slowly backing off, "MJ's going to be meeting me out front soon and I . . ." Peter stumbled, "I'm sorry."

Gwen continued to sit there. She began to hold her books tightly again. She was trying to take in all that happened within the last five minutes. She had never felt so happy, yet guilty at the same time.

As Peter left her sights, she continued to ponder over what was said and what was done, but soon, she walked back into the ESU lobby, and outside, beginning to walk home.

Peter leaned against the front sign, biting his thumbnail, continuing to think about the kiss. Gwen walked over to him slowly. Peter glanced at her, continuing to show nervousness.

"I'm sorry I put in that position, I should've never told you what I did . . . please don't be mad at me, when Mary Jane arrives . . . forget about everything . . ." She said, "I've caused enough trouble, and I . . . I . . ." Gwen stopped as a few tears began to fall down her cheeks.

Peter also began to choke up, but made sure to remain calm as Gwen talked to him.

"Goodbye, Peter . . ." She said, as she turned away from him, and began to walk towards her home.

Peter looked up completely as Gwen was furthering herself from him.

"Gwen . . ." Peter said, beginning to follow her, when he heard a familiar voice from behind him.

"Hey!" Mary Jane said.

A chill was sent down Peter's spine as he heard her voice.

"How'd it go with Gwen?" She asked, as Peter turned around.

Peter looked back down the sidewalk as Gwen rounded the corner of ESU, "Just fine . . ." He stated simply.

"So, you guys are cool now?" She said, leaning in toward Peter.

Peter took a deep breath, "Yeah, we are . . ."

**Next Chapter: Split Decision**


	19. Chapter 19: Split Decision

**The Marvelous Spider-Man**

**Chapter 19 – "Split Decision"**

**Previously . . .**

After defeating the likes of Doc Ock and Electro, Spider-Man learned of SHIELD's attempt to replace NYPD with SHIELD agents. He also learned of a secure facility called the Vault, is being built. However, as Peter Parker, he tried to make things good between him and Gwen, but they end up in a passionate kiss, and part ways when Mary Jane comes, not knowing of anything.

Norman awakens from his coma, revealing he can't remember much, however, he promised to be a better father to Harry, and offered Liz a job as his personal secretary, while she starts a new relationship with Harry. Flash opens up to Sha Shan about his life.

**Now . . .**

"_After all that we've been through as friends and all we've experienced during this time. One thing's clear to me, Peter . . ."_

"_What's that?"_

"_I love you."_

_Peter and Gwen share in a passionate kiss._

"Spider-Man!" A voice screamed out to him.

Spider-Man looked up to notice a fast yellow beam heading in his direction. His spider-sense was blaring, but it didn't register to him. The beam hit Spider-Man in the chest, and sent him flying into several different types of technology.

The beam came from a mysterious man loaded with all types of weapons and high-tech armor. His main armor was a dark green, but had patches of purple exterior armor for extra protection. His mask had the look of a bug with big yellow eyes. He had two metal wings that were thin, and used for steering while his jet-boots provided the lift.

Spider-Man slowly stood up, rubbing his head as he watched the enemy get blasted by a blue beam that came from his left.

"You have to get your head in the game, Spider-Man; this guy's not giving up!" Iron Man said, flying over to his position.

"I know, I will, I am . . ." Spider-Man responded, trying to focus on the task at hand.

Stark Industries was infiltrated by a man who called himself the Beetle. What he wanted was unknown, but if he was attacking one of the top weapon developers in the whole world, there was obviously a bad motive behind it.

"Look out!" Iron Man said as another beam shot right between the two heroes.

The Beetle continued his relentless attack with a constant beam shot after another at both of the heroes.

Both Spider-Man and Iron Man split up in separate directions. Spider-Man swung around a pillar, and pelted the villain with web bullets, which just bounced off his armor. A few did splat and stick, but caused no damage.

Iron Man flew around on the opposite side of the Beetle, shooting his repulsor rays, which pierced the armor in several places.

"Blast!" The Beetle shouted, as he realized Iron Man's weapons and armor out-powered him.

While the Beetle was focused on dodging Iron Man's attacks, Spider-Man was still on the other side of him, and went in for a kick at the Beetle's head, sending him toward the ground.

Spider-Man landed on one of the pillars, while Iron Man flew beside him, waiting for the dust to settle.

However, within in the chaos, Beetle looked around, and realized among all of the weapons and other tech thrown around during the battle, he had found exactly what he needed.

When the surroundings became clear, the two heroes watched as Beetle stood with a small piece of technology in his hand. Iron Man immediately became defensive.

"Spider-Man! We can't let him escape with that!" Iron Man said, as Spider-Man decided to take this opportunity to attack up front.

Beetle was prepared though, using a button on his arm, he created an aura of electromagnetic energy. When Spider-Man collided with the shield, he was sent flying backwards, with smoke simmering off of him.

Iron Man began an assault from the air, but Beetle's shield absorbed the majority of the hit.

"Sorry, Stark, but I have what I've come for."

"You won't escape, I won't let you!"

"Trust me; I'll make sure I'm not followed!" Beetle said, as he fired up his jet boots, and flew at super high speeds through the ceiling of Stark Industries.

Iron Man prepared to follow, but he soon realized that he had left something behind. A small blinking device. He immediately knew what it was, but was too slow to escape the blast. The small EMP exploded, sending a radius of energy into Iron Man, who was shut down immediately, and fell to the floor.

Tony Stark took the majority of the pain with the suit's defenses down. The heavy armor weighted on his body.

He used his strength to remove his mask, revealing the face of Tony Stark, who was known publically as the Iron hero. He managed to get to his feet, and walk over to his defeated friend, who was recovering slowly from the hit.

"Spider-Man?"

"Hnn, what happened?" Spider-Man asked, woozy from the attack.

"He got away, and he took what he wanted." Tony said, disappointed.

"What was it?" Spider-Man asked as he stood to his feet, among the destruction.

"It was a prototype electric harmonizer." Tony said, "It's like a small, but very powerful battery." Tony simplified.

"What would he want with that?"

"I don't know, but I have a sneaking suspicion that he's working for someone."

"I don't like that suspicion; it usually ends up with me getting hurt really, really, bad."

"Well, thanks for dropping by."

"Yeah . . . glad I was passing by the right time!" Spider-Man said sarcastically, _Curse my spider-sense . . ._

Spider-Man zipped through the hole in the ceiling left by the Beetle, and entered open skies. He swung quickly through the New York buildings before landing on the Chrysler building.

He ripped off his mask, and placed his face in the palm of his hands.

_Man do I have myself in a dilemma. I can't even keep my personal life from distracting me from being Spider-Man . . ._

_Why did I kiss her? What even gave me the impulse?_

_Just because she told me she loved me? If Liz Allen told me she loved me, would I kiss her too?_

_I need to fix this . . . Gwen's probably never going to talk to me again; I put her in the worst predicament possible. I did. I put her in between in and Mary Jane. This is why I can't let my feelings control the situation. Just because I . . . have feelings for Gwen . . ._

_Man I need to fix this . . ._

**Midtown High, about 4 months ago . . .**

Peter Parker walked out into the gym of Midtown High. School had just been dismissed, but there were a few people still hanging around. Most of them were in Flash's clique of friends.

There was Kenny Kong, a rotund man who really wasn't like the others, but had been partners with Flash on the football team since eighth grade.

There was also Randy Robertson. He was the son of Robbie Robertson. It was a shame for him to turn to Flash's side, being as he used to be one of the more respected kids in the school, then he joined Midtown's basketball team. Needless to say, at this school, sports changed you.

Flash, Liz, Harry, and few other students also hung around as Peter approached them.

"We going to get this over with or what?" Peter said to Flash.

"Wow, you really want to fight me?" Flash asked.

"You asked for it . . . I'm not one to back down." Peter said confidently.

Harry walked up to Peter, "Are you sure about this . . . the dude's twice your size . . ."

"Don't worry about it . . ." Peter said, shoving Harry to the side, and facing up against Flash.

"Where's this sudden spunk coming, Parker?"

"It's all the bottled up crap I've had to deal with since ninth grade!" Peter said.

"This going to be a battle of words or not?" Flash asked.

"First move's yours." Peter replied.

Flash looked around at his gang, laughing, and then walked up to Peter with a cocky grin on his face, "I've been waiting so long for this."

"Then what's holding you back?" Peter mocked.

Flash sent a right jab in Peter's direction, but to his surprise, Peter dodged it with ease. Flash immediately responded with a left uppercut, in which Peter fell back to the floor, using his hands to support him, and swept Flash's legs, causing him to fall to the ground.

Flash quickly stood back up, while his friends were beginning to talk amongst themselves and in surprise. Harry also joined in.

"What's wrong? The amazing Flash Thompson can't land a hit on puny Parker?" Peter mocked.

Flash stared at Peter with anger.

"Come on . . . Eugene." Peter teased.

Flash then unleashed a fury of punches at Peter, who amazingly dodged every single one. Eventually Flash led himself too far over Peter, who launched him over his back. Flash landed hard on the gym floor. He smacked the floor with his fist.

"What the hell!" He yelled.

Peter began to walk away in the opposite direction, Harry sided with him has he was leaving the gym.

"You just going to run away?" Flash yelled.

"You're not worth wasting any more time." Peter said as he left the gym.

**ESU, present**

"Flash . . . Flash!"

Flash looked up, as if he was just woken up from deep thought. He saw Peter standing over him with a bag strung over his shoulder.

"Oh . . . Hey, Peter."

Peter normally would be snapping back with a witty comment or attacking his stupidity, but he saw something a little different in him today.

"You alright?" Peter asked.

"Yeah, I was just thinking back that fight we had a couple months ago." Flash said.

"Oh yeah . . . I kicked your butt." Peter said, smiling.

"You sure did . . . I deserved it though." Flash said.

Peter was caught off guard once again. He wasn't used to Flash not coming back with a smart-ass remark, but suddenly he was degrading himself. This was the man who bragged about saving a stadium full of people. This was the man who showed off his three championships at Midtown High for the whole school year.

"What are you talking about?"

"I've had a lot of time to think lately. I've reflected on a lot of things in my life, mostly involving Liz, and it hit me how much of a jackass I was being."

Peter sat down on the couch opposite of Flash, and tossed his bag on the table.

"Does this have to do with Liz breaking up with you?"

"Yeah . . . It was the best thing that ever happened to me." Flash said.

"Am I being punked?" Peter finally said.

"No! I'm being flat out serious!" Flash said in a more stern tone.

"Okay, okay, I'm sorry . . . it's just this is the last thing I would've ever expected to see today."

"I'm making a change Peter . . . I've made so many mistakes in the past, and I want to start over and start acting like an adult. Liz leaving me actually made me realize the way I was treating all of my friends and family . . . and for some odd reason, they've all stuck with me."

"What are your plans?"

"Well . . ." Flash started to talk before hearing a shout from behind him.

"FLASH!" Liz screamed as she walked into the university with Harry.

"Where have you been!" Harry asked as the two walked up to him in a hurry.

"Around . . ." Flash answered.

"Your mom was scared to death, as was I . . . I was afraid that something bad happened, and worse I felt that I was the cause of it!" Liz said.

"Yeah, don't worry, I went back home. Needless to say, I'm not going to be leaving like that again." Flash said.

Harry walked up to Flash as well, "Good to see you're alright."

Flash smiled, "Good to know you all still care about me, even after all I've done."

"You're really serious about all this aren't you?" Peter asked.

Flash turned his attention back to Peter, "Yeah, I really am . . ."

Liz and Harry sat down next to Peter, who scooted over, allowing some room.

"Guys, I have to say something . . ."

"Go ahead." Liz said.

"I want to change my life. I've been such a jerk, to all of you . . . especially you, Liz." Flash said.

Liz shifted a little, not wanting to bring up anything from the past.

"I want to do something that's going to help people. After the event at Madison Square Garden, it was the one moment where I felt I was actually doing something right. It was the one time I felt like my life was worth living, and I wasn't just throwing it away. So . . . after some deep thinking, I've decided that . . . that I want to join the Marines."

Liz, Harry, and Peter all jumped back in surprise.

"The Marines?" Harry asked.

"Isn't that a little extreme?" Peter asked.

"No . . . it's perfect. I've always been one for the spotlight, you guys know that, but . . . after the Garden, I realized that what I want to be is . . . a hero! I think it's one of the reasons I always looked up to Spider-Man when he first came around. I want to be a hero . . . I want to fight the good fight. I've had an awakening and now, I see everything clearly."

The three friends were clearly stunned. Yesterday Flash was a neurotic, selfish jock who couldn't add. Today, he was a concerned citizen who was clearly upset for what he's done in the past, and now wanted to change his life.

"Flash, I understand you want to change your life, but . . . what about ESU? What about the football team? You wanted to join that didn't you?" Liz asked.

"I've got it all set, I finish my season here in a few months, work towards my credits this fall and then when it's over . . . I join the military."

Flash seemed hesitant to spill those last couple of words. It's as if he wasn't sure if it's what he really wanted. Yet he was certain it was what he had to do.

"I don't know what to say . . ." Liz said.

"I don't expect you to say anything, Liz . . . at this point, I'm lucky your all still talking to me, especially you, Harry, after the hot dog incident last year, but really, I just want your support."

Liz stared at Flash with an honest face. It was a mixture of emotions. This was a new man she was looking at, but somehow she couldn't see what he was doing as serious, but she went along.

"Okay . . ." Liz said, before turning to Harry, "Hot dog incident?"

Harry chuckled, "Yeah that was a moment I'm glad you weren't there for . . . it was after our final class, Biology."

**Seven Months Ago . . .**

Harry and Peter sat in the front row of a biology class. It was the last hour so it dragged on for quite a long time. The teacher, who went by Stan, never revealing the class his true name, was going on and on about particles. While this interested Peter, Harry was half way to falling asleep.

"Now, class." Stan said in his raspy voice, "What kinds of particles are related to the system of gas, liquids, or solids?"

Peter was the first to raise his hand, as usual, "A Colloid?"

"Great job, Peter!" The old teacher said, "You know what that means class!"

The whole room moaned as if they had just been assigned a year's worth of homework.

"Say it with me!" Stan then yelled at the top of his lungs, which wasn't very high considering his age, and he raised his fist in the air, "Excelsior!"

Harry flashed a quick glance at Peter, who just shrugged his shoulders at him with a smile. Stan looked around the classroom noticing the blank stare of his students. He fell back into his chair, "Ah, why do I even bother." He said to himself in a sarcastic tone.

The bell rang, and the students were dismissed. Harry and Peter left the room, and headed for the exit with their backpacks in hand.

"So, you really going to take up this challenge from Kong?" Peter asked sarcastically.

"Hell no, I'm leaving out the back way."

"I'll follow you out." Peter added, following his friend.

When Peter and Harry exited through the side door, they ran into two tables which had two large plates of hot dogs.

"We thought you'd try and escape out back." Flash said, as he guided Harry over to one of the tables.

Kenny Kong sat at the other table, "You ready, runt, I can't wait to see the looks on your face."

Peter sat back and watched with a disgusted look on his face, "Good luck, Harry." He said below his breath.

**ESU, Present**

"You actually competed against Kong in a hot dog eating contest?" Liz asked.

"Well I didn't want to. It was either compete or get my head shoved into a toilet, but once I got into it, I wanted to win."

"It was a moment I'll never forget." Peter added, "I can still see the look on his face and all the . . . nasty . . . yeah, thanks for bringing back the memory." Peter said, starting to get queasy.

"I had to miss school the next couple of days because I was so sick." Harry said.

"Did you win?" Liz asked.

"Against Kong? . . . Yes." Harry said with a proud smile, "Eighteen hot dogs baby, never going to forget that!"

The group shared in an aura of laughter. Although they weren't the fondest of memories, which usually involved them getting punished in some way, it was fun to think back and laugh at the times they had. It was surely reassuring for Flash though.

**Empire State Campus Grounds, Later that day . . .**

Peter sat on the bench that he and Gwen shared the other day. He was throwing rocks across the sidewalk. Liz walked over to Peter, who was obviously deep in thought.

"Mind if I . . .?" Liz then motioned her hand to sitting down.

"Go ahead . . ." Peter said, continuing to toss rocks into a small water puddle.

Things were kind of silent for a moment. Peter knew what Liz was going for. She and Gwen were near inseparable. Liz obviously wanted to put in her two cents, being the type of person she is. While Peter wasn't very fond of it, she usually came across as kind and caring, which helped.

"Gwen told me . . ."

"I figured." Peter answered quickly.

"Want to talk about it?" Liz asked.

"I wouldn't even know where to start with you, Liz." Peter said, tossing the last rock he had. He then turned to face her, "I don't know where I'm at with her or Mary Jane . . ."

"Besides that you like them both?" Liz added.

"Yeah." Peter replied, "I figured when MJ and I got together, everything would finally go back to normal with me and Gwen. I thought that all those feelings of Gwen would just kind of go away, and at first they did! I was happy with Mary Jane. But not only could I not take the next step with her, I was losing a great friend in Gwen."

"She was holding you back . . ." Liz simplified.

"Yeah, she was. The other day, when . . ." Peter sighed, in mid-sentence, "I just got this impulse, I was caught up in the moment, and you know what the weird thing was?"

"What?" Liz asked.

"It felt right . . ."

"I had to cancel that evening with Mary Jane that night to digest all that was happening."

"Where are you with her now?"

"I haven't talked with her since. She probably thinks I'm mad at her or something. I haven't talked to Gwen either."

"Listen, I know I kind of tried to force you into chasing Gwen last time, and I'm sorry for that, but, right now, I think you know who you need to go after."

Peter was about to come back with an argument. He truly loved spending time with Mary Jane, and never regretted hooking up with her, but he also knew where Liz was going.

"How can I just . . . walk out on her?"

"If you don't your hurting everyone in this love triangle you've got yourself into."

Liz was right. Peter couldn't deny it one bit, no matter how hard he tried. No matter what decision he made, he knew he would be hurting someone. So it would only be right to make the right decision . . . the one that felt right.

"Thanks, Liz . . . It's great that I have a girl who I can talk to about this stuff, other than Aunt May." He chuckled.

"Hey, that's what I'm here for. You were there for me when I was going through rough times, and now look where I am. I've got a new boyfriend in Harry and a brand new job at OsCorp."

"I hope that all works out for you." Peter encouraged his friend.

"Me too." She said with a smile on her face.

**OsCorp, Main Labs**

OsCorp had a large stall in business ever since the attack by Adrian Toomes weeks ago. It had caused the main lab to go into a drawback, and slow down a large majority of business. It also didn't help that their leader was in a coma for a week and a half. Dr. Stromm did his best to keep the company on its feet for the most part, however, with the large amount of expenses put into repairing the labs, which still wasn't completed, it was hard for them to get back into building weapons.

Norman was making his big return today, though. He hadn't smelled the fresh air of work in so long. It was a smell he had missed. The walls of his office and lab were still in the process of being rebuilt, but they were nearly completed, and of course, Norman Osborn didn't remember a thing.

"Mr. Osborn! It's so great to see you bag at the labs. Since you probably don't remember much about what's going on, I'm going to fill you in. We have a load of papers on your desk that will also help you get organized on running this company again!"

"Thank you, Dr. Stromm; it's good to be back. It's good to see that the whole place hasn't been burnt to the ground."

"Oh yes, that reminds me. We were able to salvage a few papers that weren't completely destroyed in the fire. We assumed anything was an important document, and we stashed them into your personal file."

"Thank you." He said simply, as he left Stromm to enter his office.

"Ah, it's great to be back in business!" Osborn said as he fell back into his new office chair. The room was a little drafty due to unfinished remodeling, but it would do for now.

He opened up one of the drawers on his desk, and pulled out his personal file. He opened it up, and inside were a couple of crisp papers. the majority of them were black from being exposed to the fires, but you could make out a few words.

As Osborn read through the papers, he noticed it was a memo telling him of a meeting with a man named Spencer Smythe.

He left his office, and walked into the labs, which was being worked on by several workers.

"Dr. Stromm!" He announced.

"I see you have questions already." He joked.

"Who is this Smythe fellow? What was our business with him?" Norman asked.

Stromm sighed, "Norman, Spencer Smythe passed away three weeks ago . . . in the attack that happened here."

"Oh . . ." Norman's expression fell.

"What your business was with him, I'm afraid I can't tell you as you told me it was personal business."

"I see . . . I guess I'll never know what this was for then, huh?"

"I'm sure it will come to you." Stromm said, patting him on the shoulder, and walking over to talk to one of the workers.

Norman looked at the half burnt paper, trying to remember the name Smythe as hard as he could, but nothing came to him. He walked back to his office, and threw the paper back into his personal file. He closed it up, and placed it back into his desk.

He fell back into his chair, falling deep into thought. His thoughts were a mess right now. He could only remember flashes of the past six months, and nothing within the last month. It was a tough position for him, especially having to run a business, but it had to be done. Maybe Harry would be able to help him out as much as possible.

**Parker Household**

Aunt May had been struggling lately. When she found out Max Dillon was really a psychotic villain that she allowed to live in her house, she had become a little tense. Whether she entered her bedroom, the kitchen, she double checked to make sure it was safe.

What hurt her more was that she put her nephew in danger. The person that she swore to his parents that she would protect and raise was placed in peril. Peter continuously tried to tell Aunt May that she had no reason to worry or feel remorse, but she couldn't help it at times. During the day, sometimes she would just cry because of what happened.

Today she tried to keep herself busy with various tasks around the house. The busier she was, the less she could focus on negative things. When Peter entered through the front door, she immediately ran around the corner to check on things.

"Aunt May, I told you, you don't need to be as jumpy." Peter tried to comfort her.

"I know I shouldn't Peter, but I really can't help it. After Electro . . ."

"Aunt May, Electro is in jail. And they have him secured to where his powers won't be able to get him out."

"I just can't help but worry. I put both you and I in danger . . ." Aunt May turned to return to her kitchen duties, "I just don't think I can ever forgive myself for that."

Aunt May was really upset; it was hard for her not to be though. All she tried to do was the right thing, and it came back to hurt her and her family. It was a hard adjustment for her, but Peter was always there.

"Aunt May . . . it's not your fault, none of it is. You are sweet and caring, and even he knew that. If it wasn't for you, that coffee table wouldn't have been the only thing that broke."

"What are you saying; he had a soft spot for me?" Aunt May scoffed, laughing at the idea.

"Well, you were the only person to care for him his whole life, so yeah I guess so."

"How do you know this?" She asked.

"He told me before he went all psycho-villain minded." Peter replied.

Aunt May was still worried. She felt like she was exposed now. Having this safe little house in Queens away from the city helped her feel secure. After Electro, she wondered if this was as safe as the city.

"You don't have to worry Aunt May, not only are you safe here in this home, I am also here to protect you, and you to protect me." Peter said, smiling.

Aunt May turned and kissed her nephew on the cheek, "You're a sweet boy, Peter."

Peter smiled, realizing he had helped comfort his aunt a little bit, however, he had other manners to take care of now.

"Now the reason I came home was to tell you that I'm going over to Gwen's now."

"Gwen's?" She asked, giving Peter that suspicious look in her eyes.

"Yeah . . . there's something I have to take care of."

"I suspect this is something we are going to be talking about later?" She inferred

"Probably." Peter smiled as he left out the front door.

**Unknown Location**

As the door in the rooftop opened, the Beetle slowly flew down into the dark and mysterious room. "Yo, Smythe! I got what you wanted!" The armored villain said as he began walking throughout the barely lightened area.

"Smythe?" Beetle yelled again.

He opened a door that he could see light shining through between the cracks of the floor and the door. He entered the large lab. On the left was a large screen; on the right was a load of tools and other miscellaneous items. In the middle, lying in the middle of the room was a large multi-armed metallic figure. Smythe, who was sitting in his wheelchair working on one of the mechanical entity's appendages, realized the sudden arrival of Beetle.

"Ah, you've returned . . ." the handicapped scientist said, turning off his power drill, and moving away from his weapon, "Do you have the battery?"

"Sure thing." He said, pulling out the small electric harmonizer and handing it to Smythe.

"Perfect . . . this is just what I need to give this thing life!" he said, as he examined the small piece of equipment.

"Why couldn't you do this to my suit?" Beetle asked.

"Kingpin made sure that the most expensive equipment was used in this project and this project only.

"Why don't you just send me to take down the bug? I took on both him and Iron Man!"

"You would've been toast without that EMP though. And I can only build do many of those in a short time, and Kingpin doesn't want Spider-Man dead . . . yet, at least." Smythe said, still examining the small battery.

"I assume my check's in the mail?" Beetle said as he turned to leave the building.

"Kingpin doesn't break any promises, Jenkins." Smythe replied, returning to his work.

Beetle then left the hard working Smythe to his work.

_At least he had better not . . . he promised me I'd get to go face to face with the man that murdered my father. If he doesn't hold up on his words, I can program this thing to attack more than superheroes._

**Somewhere in Manhattan**

Spider-Man swung through the city as the sun was setting on the day. He was headed in the direction of the Stacy's house. Gwen wasn't at ESU today, but she would be returning from one of her modeling jobs sometime around now, at least Spider-Man hoped.

_My heart is pounding faster now than it was when I was fighting Green Goblin . . ._

_Why am I so nervous?_

_Because I'm making a decision between two great women? She obviously knows how I feel about her, and she told me she loved me . . . this shouldn't be too hard. Just tell her what you feel._

Spider-Man landed on top of the Stacy's apartment. He removed his mask, and prepared to change into his civilian clothes. Something stopped him though. He looked down below to see a car pull up to the house. Gwen stepped out of the car, as well as another man who was driving.

"Thanks for driving me home, Thomas." Gwen said, brushing her hair behind her ears as they walked to the front door.

"Hey, the least I could do for my favorite model." He replied.

Gwen blushed at the comment, looking away from him, trying to hide her smile.

The man was Thomas Fireheart. He was of a normal build. He had short hair that was spiked up in the front. It looked as if he hadn't shaved in a few days as he had some stubble growing on his face. He was one of the photographers that had worked where Gwen modeled. They had known each other for a few months, but he has been friendlier with her lately. Today, he drove her home.

"Hey . . . do you think maybe . . ." Thomas began to speak.

Gwen knew where this was going, she had figured this would have happened weeks ago, but apparently he's just as shy as Peter.

"Maybe we could go out some time? Maybe a nice dessert?" He asked.

Gwen sighed. Her first thought immediately went to Peter, who hasn't spoken to her since they kissed. And it was probably a good thing too. She told him to forget everything that happened, if that meant forgetting her, than it was probably what was needed to make him happy.

"If you don't want to . . ." Thomas said before being interrupted by Gwen.

"No, no, no . . . actually . . . that sounds really nice." Gwen replied.

A smile was brought to Thomas' face. It was something he wanted to hear for a while now, and he finally had the courage to speak up.

"Cool, I'll see you tomorrow night then?" He asked.

"Sounds great!" Gwen said, waving goodbye as he entered his car and drove off.

Gwen's expression fell slightly. She sat down on the steps of the apartment, and rested her head on her hands. If things were going to improve for her, she had to forget about Peter, and move on. At least, that's how she saw it.

Up above, on the rooftops. Peter was nowhere to be found. He was already halfway across the city.

When he arrived at his new destination, he changed into his civilian clothes, and knocked on the front door. The door was opened by Mary Jane Watson. She was wearing a large T-shirt, obviously getting ready to settle in for the night as the sun was set by now.

"Peter?" She said in surprise.

"Hi . . ." He said shyly.

Mary Jane stood there in front of the door staring at Peter, not sure what to make with this visit. Without hesitation, he leaned in and grabbed her by the waist. He pulled her in, and they shared in a kiss. Mary Jane was caught off guard, but soon wrapped her arms around his neck, and kissed him back.

The kiss grew into a passionate embrace. Peter and Mary Jane slowly moved into the house, continuing to show their feelings through actions. As they made it closer to the entry way, Peter kicked the front door shut, sealing his decision.

**Next Chapter: The Spider-Slayers**


	20. Chapter 20: The Spider Slayers, Part 1

**The Marvelous Spider-Man**

**Chapter 20: "The Spider-Slayers, part 1"**

**Previously . . .**

Now that the dangers of Electro and Doc Ock have passed, Spider-Man's life can return to normal, at least, as normal as Spider-Man's life can be. As Peter, he had to make the decision between Gwen or Mary Jane. While he was about to be with Gwen, a man known as Thomas Fireheart made his move faster, and Gwen was just ready to move on from Peter, so, he fell back on his other choice, and connected with Mary Jane that night.

OsCorp is back in business and Norman Osborn is back to running his show. He started off by trying to remember some files dealing with Spencer Smythe, who was killed by the Vulture. Now his son takes the ropes for the Kingpin. After having Beetle steal some equipment from Tony Stark, he continues his project that is going to take revenge for the death of his father.

**Now . . .**

_Do you ever just sit and think about life? Think about what has transpired lately, and how it has changed. Sometimes you'll be amazed at the differences. The past two weeks have been so great! MJ and I have been so close and I'm so happy. What about Gwen you ask? Well, she continued in her direction. She went out with Thomas, and although I haven't seen much of her, she seems to be happy. Two weeks ago I was worried about which one I should be with. Some things are just meant to be I guess._

"Peter?"

_And then there is Liz and Harry. It's funny how one date in high school, they never connected. But they've been so happy, and from what I can tell, they're definitely the most "active" couple. I'm still very happy for Harry and Liz. Harry had been through so much stress with the Vulture, and then with his father .And then Liz going through difficulties with Flash and her family. Sometimes just being there for someone and caring for each other really brings them together. I wonder if that's really what it takes. Strong care and understanding . . . maybe that's what MJ and I have, something Gwen and I never connected on._

"Oh, Peter?"

_Either way, I know I've never been happier. Flash is playing in his first game today, and MJ and I are heading to the field right now. After his sudden change of heart, I didn't think he'd keep up with it. I figured he was just going through a break-up stage; however, although he still has a temper to work on, he's shown genuine care for his friends and family. It's no longer about him, in other words. As far as the military thing, I know there are a couple people trying to talk him out of it, but he seems to be set._

"Peter!"

Peter quickly turned to face Mary Jane, who he was holding hands with as they walked down the street.

"I've called your name like three times, something on your mind?" She asked.

"Just thinking back on life." Peter answered.

"Isn't this a strange time to reflect, tiger?" MJ asked, questioning his answer.

"Hey, sometimes a lot happens over a period of time, and you got to sort it all out."

"I can relate to that." MJ replied, smiling to him, and leaning her head on his shoulder.

They continued walking down the streets of Midtown. ESU's football field was just a few blocks off campus, but they had come from Mary Jane's house. Peter was late, as usual, but she didn't care. She was just happy to be in his presence.

As they arrived at the field, they searched the bleachers for Liz and Harry, who said they would save them seats. After searching a few moments, they finally spotted them on the second row.

"Hey guys!" Mary Jane greeted.

"Hey, bout time you guys got here. We were starting to wonder if you guys suddenly got busy schedules." Harry insinuated.

MJ shot a sarcastic look at Harry as she slid her way to sit beside Liz, who just chuckled along with Harry.

"MJ, I'm going to go get us some drinks, want anything?" he asked.

"Just water." MJ replied with a smile.

"Okay, Harry, want to come along?" He looked down.

"Sure." He said, standing up, following Peter to the food stands.

"So, who's winning?" Peter asked.

"Empire State Eagles are up by 3 right now. Flash is doing pretty good though, considering its only the second quarter."

"Wow, we really are late." Peter said in surprise.

"You guys have a little fun before coming over here?" Harry asked.

Peter smiled, "I wish . . . to be honest." Peter started talking quieter, "we haven't exactly moved that far."

"Really? I thought she was the one who would be pushing the issue. She seems to be the aggressive type of girl."

"She was when I met her. It's like we've played role reversal. When I first met her, she was a partier that wanted a hot night, every night. Now she's more laid back and careful. More cautious. She's like me when I met her, while the make out sessions are great, it'd be nice to take it a step further." Peter explained.

"You guys are rubbing off on each other." Harry said, almost laughing at the situation.

"That was what was great about us. It was fun for me to have more excitement, and it was different for her to kind of settle down a little. Turns out it has taken somewhat of a permanent effect."

"What are you going to do about it?" Harry asked.

"Well, tomorrow's our one month anniversary since we started dating, and I'm hoping after dinner; take her back to my house, and you can use your imagination for the rest." Peter raised his eyebrows.

"Aunt May won't mind?" Harry joked.

"That's the great thing about it. Aunt May's in New Jersey all weekend and I'm home alone!"

"Wow, wish I had that time alone. It's kind of hard to get around with me and Liz now that she's the secretary of my father. What's your Aunt doing in Jersey?" He asked, changing the subject.

"I have no idea, something that has to do with my parents. To be honest, I don't want anything to do with it."

"Not interested in the parents?" Harry asked.

Peter sighed. Talking about his parents wasn't something that happened very often. As far as he was concerned, his Aunt May and Uncle Ben were his mother and father. His true parents were never spoken of, even at home. It was just a sore subject for both him and his Aunt and Uncle. After his Uncle's death, the whole subject of family was just about never brought up.

"It's not the clearest subject to either me or my Aunt. I know she was dreading going to Jersey, and I offered to go along with her, but she completely forbid me from going. One part of me's a little worried why she's trying to keep me away from it, another doesn't even want to know."

"I'm sorry, Pete, hopefully it's not too big of a deal." Harry consulted.

**Meanwhile . . .**

"So, give me the scoop on the new job?" Mary Jane asked, excited for her friend.

"It's great! I love it so much. Mr. Osborn is very easy to work for, and it kind of helps he's bias to Harry as well. It's like I've got an in to this family and the company!" Liz joked, "However, in the end, it pays great, and if I save up enough and sustain a nice cash flow, I can finally move out of my parent's hellhole and find a place of my own."

"Still fighting with the family, huh?" MJ said, with a sad expression.

Liz sighed, "Yeah, but Harry's been there for me every step of the way, I've never met someone as caring as him."

"That's great; are you going to have a roommate when you move?" MJ asked, going back to the previous topic.

"Well, I know Gwen wanted to move out after her fall classes were over, so I was thinking about maybe finding a place with her. She's been modeling for a year now so I'm pretty sure she's set. I don't know how her father feels about it though."

"Good, I hope that all works out for you. How's Gwen doing? I haven't seen as much of her lately."

"She has been around her new boyfriend a lot."

"Oh, she's dating someone?" Mary Jane asked surprised considering just a few weeks ago she was drooling over Peter.

"Yeah, his name's Thomas Fireheart. I guess he works at the same modeling place or whatever; I forget the name of it."

"That's good for her."

"Especially after Mark, I'm glad to see her get back in the field" Liz said, "even if it's not who I thought . . ." She said under her breath.

"What?" Mary Jane asked.

"Oh, she had a bad past of relationships, so for her to move on like this is a big step for her." Liz added.

"Well, I hope it works out for her!" Mary Jane responded with a smile.

**Food Stands**

Peter began walking back down the stairs, holding water and soda in hand. Harry followed holding two hot dogs. Suddenly, Peter heard a familiar voice from his right.

"Peter!"

Peter turned to see Gwen waving at him from a few seats over. Peter flashed a smile and raised his hand, unable to wave due to the drink. Gwen stood up and joined him and Harry at the stairs.

"Hey, Peter . . . Harry, I haven't talked to you guys in a while."

"Yeah it has been a while." Peter said, thinking the last time they had a real conversation was in the ESU campus ground when they had kissed.

"What have you been up to?" She asked.

"Just taking pictures, really, and hanging with MJ." he reluctantly added.

"Cool." She simply replied, looking back at her seat where Thomas was sitting, "Hey, are you in a hurry?"

"Uh, well . . ."

"I want you to meet someone." Gwen said to him.

"Well, I think MJ probably wants her drink right about now . . ." He said as he watched Harry leave his side.

"Oh, okay . . . maybe next time then?" she said.

"Yeah, definitely." Peter smiled, trying to give her a confident response.

"Great . . . guess I'll see you around campus." Gwen said as she returned to her seat.

"Yeah . . . see you . . ." Peter said.

It wasn't the most convincing way to leave a conversation with Gwen. Things were still a little bit rough between them, but at least it wasn't as bad as before they started dating MJ and Thomas. At this point, they were moving on just fine though, talking to each other, however, make need a little getting used to.

**Unknown Location, Late that Night . . .**

"Are they ready, yet?" scowled an impatient Kingpin over a large TV monitor.

"Almost, I just have to calibrate this one last . . . and done!" Smythe said, "are you sure you don't want to come see them yourself?" He asked, jokingly.

Alastair Smythe had been working practically non-stop since Kingpin offered his allegiance. He spent quite an amount of time on the Beetle suit, and then had him steal a very powerful battery from Tony Stark. While uncountable hours were spent on what he called, the spider-slayer, he was now working on something smaller.

"Spare me the jokes, Smythe; I have Fisk business to deal with today. I'm afraid you'll have to handle the criminal objective today."

Smythe shrugged his shoulders as he grabbed his robotic device he was building, and placed it over with the others. The device was a circle about the size of two fists. It had a camera eye in the middle with a zoom lens, and two slick wings sticking out of its side, as well as a funnel in the back, which would propel them through the air using jets.

"Make no mistake, Alastair, if you actually do capture Spider-Man, I will be down there in no time."

"Then prepare your driver, because this won't take long . . ."

Smythe wheeled over to the large computer screen and pressed a button, turning the Kingpin video cam into a small view, and bringing up another view, with five small screens. He typed in a few codes onto the computer, and the small camera devices started hovering. He was able to control the small robots from his computer.

A hatch then opened from the roof and the robots flew out quickly.

"What do you call those things?" Kingpin asked.

"Spider-Seekers." Smythe said, "Send five of those things out in the city, and we'll find our hero in no time."

". . . and what about the Slayer?" Kingpin continued.

"Patience. I want this wall-crawler as much as you do, Fisk, don't think I'm slacking on you."

"It's not you I'm worried about, it's him." Kingpin replied.

"Did I just hear the mighty Kingpin say he's worried." Smythe said, pushing the crime lord's buttons.

"Smythe, I have a multi-million dollar criminal syndicate that is being damaged by one man alone. I have a right to be worried." Fisk said strongly.

Alastair once again, shrugged his shoulders, and stayed at the computer, waiting for the moment he would find the hero, waiting for the moment to avenge his father.

**Diablo's Diner**

Eddie Brock was doing something right now that the average man would kill to have one chance for, a date with Felicia Hardy, one of the beautiful, richest, and influential women living in New York. She helped her mother run the Hardy Foundation, a multi-million dollar company that has been built on throughout the generations of Hardy's.

Felicia grew up with her father gone away on business trips a lot, what nobody except the Hardy's knew was that those business trips usually involved criminal activity. Even Felicia was kept in the dark about it until she was seventeen, and she caught her father putting on a mask and outfit to help him stay hidden in the shadows.

However, because it was practically her legacy, she went along, naturally believing that it was alright was they did, because they usually stole from the richest people. They have plenty of money. So taking a little here or there was no harm. However, the last time she was ever involved on a heist. Her father was shot by the owner of the mansion they were stealing from.

After he was shot, her father fell to the ground, bleeding very badly. As he lay there, he threw a gold necklace to Felicia, telling her to run for her life. She stood there in tears as the armed man walked closer to Felicia. She looked down to her father, who was dying. He told her to run, and run fast. So she did, and never looked back.

"That's a nice necklace you have." Eddie said as he took a bite of his food.

Felicia grew aware, "Oh, thank you!" she said, as she caressed it in her hands, "It's sort of a family heirloom, you could say."

"You're not eating?"

"I'm not that hungry . . ." She said, pushing away here half eaten plate of food.

Eddie looked at her with slight concern; however, there was something else he wanted to talk about.

"Okay then." Eddie continued, "So, Felicia, why don't you tell me more about the Hardy Foundation."

"What's there to tell?"

"Well, I'm interested."

"In what? Working?" She asked, raising her eyebrows.

"Well, since you offered. I'm just looking for a nice upgrade from the Bugle."

"The Bugle is the second most selling newspaper in the city, there's not many upgrades in New York."

"Except the Hardy Foundation." he said, finishing her sentence.

"Look, Eddie, you're a sweet guy, but I don't think we need you at the Foundation."

"What? Why? What kind of material do I need?" asked Eddie, who was starting to get agitated.

"Well for one, we're a family businesses mostly dealing with charities, and you're not really a Hardy, two unless you're a banker, there's no other jobs related to our foundation."

"You're one of the most well-known people in the city, how can you say there are no jobs, how do you get that money?" Eddie asked.

"Not that it's any of your business; we do a lot of stocks."

"Well, that's great . . ." Eddie said, disappointed.

**Meanwhile, a few miles from the restaurant . . .**

Spider-Man laid back on the rooftop of a tall building. His mask was beside him as he looked up to the stars.

_Well, its official, Mary Jane and I have dinner plans for tomorrow, and if everything goes as planned, tomorrow night is going to be a special one month anniversary._

Peter smiled as he thought over his relationship.

_Tonight was really fun. Flash won the first game of the season, throwing the game-winning touchdown. Classic Flash. Except this time instead of putting all the fame on himself, he ran over and congratulated the receiver, that was a sight to see, and a sign that he's really putting effort into his change._

_Sure didn't expect to see Gwen there tonight, and I once again got out of meeting the new boyfriend. Don't know how long I'll be able to put that off._

Spider-Man's thought process was shaken suddenly by an unusual amount of horns blaring below. The hero sat up, and looked down to the streets where a car was speeding through. He slipped on the mask, and swung down below, giving chase to the driver.

Given the circumstances of no police cars in chase yet, he assumed the car was just stolen. He didn't want to do too much damage, so he didn't go head on. He instead landed on the hood, perfectly.

His spider powers allowed him to stick tight to the roof despite the speed and swerving. He leaned in and poked his head in front of the windshield.

"Excuse me; do you know how fast you're going?"

"Spider-Man!" The driver said.

"Yeah, I'm afraid I'm going to have to ask you to pull over . . ." He said.

The driver didn't listen. It just caused him to swerve even more, trying to shake the bug off. This caused cars coming in the opposite direction to swerve as well, and avoid the thief.

"You know, I have this thing against carjackers . . ." Spider-Man said, relating back to his Uncle.

The driver didn't even pay attention to the web-slinger, he just kept driving, following the road, making sure he wasn't going to get trapped in traffic.

"Fine then . . ." Spider-Man said.

The hero than looked over to the left, and sprayed webbing into the front tire, causing it to slow. The driver was caught off guard, and had to swerve to avoid the car in front of him. The tire didn't have any traction, and he swerved into the streets, and through the front area of a restaurant.

Spider-Man flipped off the hood, and landed next to two people who had to dive to avoid the car. The whole front wall of the restaurant was destroyed. Pieces of dry wall, tables, and chairs were scattered all over the floor.

Spider-Man helped up the two people who had fallen, who shoved him off, and backed off from him.

_Okay, so much for not doing too much damage_

Spider-Man turned around to see the rest of the restaurant was staring at him and the destruction. To make matter worse, Eddie Brock and Felicia Hardy were right up front.

"Spider-Man!" Eddie yelled.

"Oh . . . Eddie Brick." Spider-Man mocked.

"Brock . . ."

"My bad . . ." Spider-Man replied.

"What an idiot! Do you see the mess you just made?" Eddie shouted to the hero, "I knew, I just knew it would come to this! You're not a hero."

Spider-Man turned around to see the carjacker crawling out the shattered windshield. He walked over and grabbed him by the back collar of his shirt, and webbed his hands together.

"Tell that to this guy." Spider-Man said, shoving the thug into Brock.

"One day, Spider-Man . . . It's bad enough you ruined my date, but then you destroy the whole place?" Eddie said.

Spider-Man looked over Brock's shoulder, and looked at Felicia, "Sorry, ma'am, I hope I didn't disturb your night too much."

Felicia smiled at his half serious/half sarcastic response to Brock, "It's fine, Spider-Man, you did your job."

Eddie turned in shock to Felicia, and then back to Spider-Man as he let the thug fall to the ground, "It is most certainly not fine! If you think I'll even let you get away with this . . ."

"What are you going to do?" Spider-Man interrupted as he flipped back onto the roof of the car.

Eddie Brock stood and watched the wall-crawler as he mocked him.

"Yeah, that's what I thought . . ." Spider-Man answered, web-swinging out of the building.

Eddie's face boiled with anger as the hero continued to push his buttons. On impulse, he ran toward the car, and hopped the hood, exiting through the open wall.

"Eddie? Where are you going?" Felicia shouted at him. She received no answer from Eddie though as he left the premises, running away and never looking back.

This reminded her of her father. Who she left behind to die at the hands of a rich young man named, Richard Fisk. Her father and she knew what they were getting into – Stealing from the son of one of the richest philanthropists in the world. They went along with it though, and since then, Felicia had never gone on another heist. She hid her costume away, and hadn't put it on since.

**Somewhere in Manhattan**

Spider-Man slowly made his way through the buildings, slowly swinging back towards Queens. He was in no hurry so he wasn't swinging at quick speeds, it however, was fast enough to prove challenging for Eddie Brock, who was still giving chase, unbeknownst to the hero.

"I told you, you're not getting away with this!" Eddie said to himself as he quickly ran through streets, occasionally taking a shortcut through an alleyway.

Eddie wasn't the only one giving chase to Spider-Man however . . .

**Smythe's Base of Operations**

"Spider-Man located, he's swinging east toward the Queensborough Bridge." Smythe said over the headset.

"Good, continue to follow him, if we're lucky, we may even be able to find out where he lives!" Kingpin answered.

Smythe continued to watch through the Spider-Seeker's camera.

Spider-Man landed on one of the rooftops near the bridge that led over into Queens. He crawled down into a dark corner of the walls and began to take off his mask.

Two Spider-Seekers flew up near the building, focusing their lenses on the hero. It was too dark to make out his face.

Suddenly, Spider-Man spider-sense began blaring. He quickly looked around, making sure there was nobody sneaking a peak at his face. To be safe, he crawled around the corner of the building, out of view of the first seeker.

The second Spider-Seeker quickly flew around the building, and looked in the other side of the alley, however, Spider-Man wasn't in sight.

"Damn it!" Smythe said, slamming his fist on the desk.

He stared angrily at the screen when something caught his eye – a man walking out of the alley.

"Well, well, who knew . . ."

"What do you have, Smythe?" Kingpin asked.

"The identity of our wall-crawling menace!" Smythe said, showing a very sinister smile.

"Who is it?" the crime lord asked with great excitement.

Smythe had the Seeker continue keeping an eye on the person who exited the alley.

"Eddie Brock."

**Meanwhile, near Queens . . .**

"I can't believe I lost that damn bug. I was so sure he went into that alley. I'll get him one day . . . one day, and Jonah, he'll make me the editor-in-chief . . . who needs the Hardy Foundation anyway!"

Eddie Brock made his way back into the city, continuing the think over the ways to propel himself further in the job field.

**Smythe's Base of Operations**

"Of course, it's perfect." Kingpin explained, "You've seen how many articles he writes condemning Spider-Man. It's the perfect cover for our little hero."

"Yeah, and because we know where he works, we can send the Spider-Slayer to capture that son of a bitch. I don't care what kind of powers this Eddie guy has; this slayer is built to counter every one of them.

"You had better hope so, Alastair, I put a lot of money into this project, money that I hope is not wasted."

Smythe didn't respond to yet another one of Kingpin's threats, he programmed the Seekers to return to the base, and shut down the computers. He wheeled over to the Spider-Slayer, and placed his hand on one of the giant, metallic arms.

"Finally . . . so many months of waiting, building, and I am finally going to be delivered the murderer of my father. I promised on his grave I would avenge him . . . and that's what I'm going to do."

**The Next Morning, Parker Household**

Peter was sprawled across his bed. Half of his covers were on the ground and his arm was hanging off the side of the bed. He was alone for the weekend, so he wasn't worried about where he put his costume, which was hanging over his desk chair. Two web shooters were placed randomly on the floor, and his belt was thrown over the bedroom door. It was nice for him not to have to hide anything for now.

Peter's eyes slowly opened as he looked over at the clock which read 12:24.

"Ah, gotta love days with no classes." He said, stretching his arms.

It felt good to live alone for a few days. Peter never hated living with his aunt, he probably wouldn't survive without her, but to experience some freedom for a few days was nice. Sometimes, he couldn't get off of the topic of why she was leaving. He had a horrible feeling that something bad came of it, but he didn't know enough of his family to make an educated guess as to what.

He got up from his bed, and prepared to go to work at the Bugle.

**Meanwhile, Marvelous Models**

Marvelous Models was the business where Gwen went occasionally to model for several things. She's done magazines, newspaper articles, and commercials as well. She was one of the most favored of Marvelous Models, and although they weren't a well known business, Gwen enjoyed the business conducted here.

She had been coming more often ever since she stared dating Thomas, who was one of the photographers. She had worked with him for months, and Thomas had grown fond of Gwen for a long time, he just had to pick the right moment to ask her out.

When he did, Gwen had reluctantly accepted, finding it to be the perfect opportunity to put the issue between Peter and her in the past. So far, it has worked out well for her. She's happy with her new relationship, and Peter is happy with his.

She had entered through the front entrance of the workplace, greeting the secretary as she walked by. She entered into a side room that had a camera set up in front of a background of a shot of the city.

"Hey, Sweetie." Thomas said as he finished fixing the lenses on his camera.

Gwen responded with a quick kiss on the lips, "Hey, is it all set up?"

"Just about, I'm hoping that this new camera is all I paid for."

"This is your first time using it?"

"Yeah, I just got it yesterday and am happy to finally get to try it out." He replied, "Oh, also, there's a letter you got in the mail."

"Mail?" Gwen asked as she placed her jacket over a chair, "Why would I receive mail here?"

"I don't know, I put it on the table over there." He said, pointing over to a desk on the other side of the room.

Gwen walked over to the desk, and picked up the letter, it was from another modeling agency.

"hnn . . ."

"What is it?" Thomas asked, looking up from his camera.

He didn't receive a response from Gwen as she opened the letter and began reading.

Thomas stared at Gwen for a few moments, curious of what she received, "Gwen?"

"Oh my goodness . . ."

"What is it Gwen?" Thomas asked, starting to worry.

"It's a modeling agency; they want to talk about bringing me in as a full time model!"

"No way, where?"

Gwen's expression fell down as he asked the question, "L.A." She said

"Oh . . . well that's too bad." Thomas said, beginning to work on his camera again.

Gwen popped up quickly, responding to his comment, "What?"

"That's too bad it's in Los Angeles."

Gwen looked almost dumbstruck, "I don't understand, this is an amazing opportunity to further my career."

"You're actually considering this?" Thomas asked her, almost showing a sarcastic look.

"Well, I think it's something I should, whether I actually go through with it or not, I mean, even a little support would be helpful."

"I'm sorry, Gwen, I didn't think you would . . . I mean with your college classes, your friends . . . and us, of course" He continued to say, "I just didn't even think you'd want to do it."

Gwen glanced back down at the letter. She was right; this was a huge opportunity to further her career. She always dreamed of doing some actual modeling for bigger companies than Marvelous Models did. Thomas did make a point though, in that she had a lot of life here in New York.

She placed the letter over on her purse, still showing a down expression, but prepared to do some photo shoots.

"Are you ready?" Thomas asked.

Gwen let out a loud sigh, "Yes!"

**Daily Bugle**

"I can't help that NASA extended the trip! That's not under my control!" Jonah screamed over the telephone behind a closed office door. However, despite it, the rest of the floor could hear everything being said.

Betty sat on Ned's desk which was just across from Robbie's.

"Sounds like everything is going well . . ." Betty commented.

Robbie rubbed his head as he went over some papers, "Actually, Betty, for once I want to join Jonah in his small rant."

Ned looked at Betty, "The place that Jonah and Robbie scheduled to have John Jameson's return party won't give back the deposit they placed, and since NASA extended his trip, Jonah has to reschedule the event, however, due to the reservation being taken back at the last minute, they can't seem to get their money back."

"And we are losing a lot of it . . ." Robbie added as he continued going over receipts.

"Ouch . . . what is it John is doing up there anyway?" Betty asked.

"Word is there is an asteroid that is slowly passing by Earth. I guess scientists have the proof to believe that this asteroid had been flying through space at light speed for years."

"That's ridiculous, how could an asteroid be flying through galaxies and galaxies for thousands of years."

"I don't know, weird scientist mumbo-jumbo, I just read the article." Ned said.

The yelling of Jameson was soon drowned out by the opening of elevator doors, revealing an arguing Peter Parker and Eddie Brock.

"I'm real sick of your so called 'hero' being a jackass, Peter, if you're so buddy-buddy with him like you seem to show, why don't you tell him to back the hell off."

"Maybe if you weren't always trying to expose him for something he's not, he would actually care about your petty problems."

"I didn't ask for your opinion, Parker, I'm telling you to tell him."

"Well, when you take Jonah's position, then maybe I'll listen. You sure got the jerk qualities down."

"Hey guys, chill . . ." Betty said, quickly separating the two as Eddie began to show an aggressive attitude.

"The last time I share an elevator with you . . ." Eddie said quietly as he went back to his desk.

Peter watched him the whole way as Eddie sat down at his desk, turning on his computer. Peter joined the group over by Ned's desk.

"I can see his date went well last night . . ." Ned added.

"Spider-Man stopped a carjacker that wrecked the restaurant" Peter stated.

"You get pictures?" Robbie asked, turning around in his seat.

"Yeah, hold on." Peter said, digging through his bag until he finally found the pictures, "Here you go!" He said, handing the pictures to Robbie.

"Hopefully, these will cheer Jonah up a little." Robbie said, placing the pictures on the one open area on his desk.

"So, Pete, how's life?" Betty asked.

"Well, today's the one month anniversary with my girlfriend, and I'm preparing a special night with a candlelight dinner." Peter said.

"Ah, smooth man!" Ned said, patting Peter on the shoulder, "women like that kinda thing." Ned winked.

"Yeah, I'm hoping it goes well." Peter said with a smile.

While Peter was talking though, he noticed the name "Spider-Man" mentioned behind him. He turned to see Eddie flipping through the channels of the small television hanging in the corner of the room.

"Eddie, go back!" Peter shouted.

Eddie stared at Peter for a few moments before unwillingly changing the channel back to the station Peter wanted.

"There's a figure standing on a rooftop in Times Square!" A reporter announced as he was standing amongst a crowd of people." Could this be another criminal wanting to challenge Spider-Man? The last time this happened, the man known as Shocker engaged the wall-crawler in a battle of life and death. It left the hero scarred with defeat."

_Wow, thanks for the reminder, buddy . . . he wouldn't be saying this if he knew where Shocker was now . . . Peter thought to himself_

"Wait . . . what is this . . . he jumped off the building, Oh my god!"

The people in the Bugle quickly turned as the situation became drastic. The man however, clinged onto the wall, and ran down the side of the building, landing safely on the ground in a Spider-Man-like fashion.

"Well, would you look at that, it seems Spider-Man is putting on a show for the New York crowd by wearing a new costume!"

The camera zoomed in on the figure who was wearing a red outfit with dark blue boots and gloves. He wore a mask over his head that only revealed his eyes and mouth, and a spider on his chest whose legs went all the way around the costume, connecting with the spider on his back.

_Well, at first I thought it was a wannabe, but . . . wow?_ Peter thought as he watched this costume man pull off amazing stunts that he thought only he was capable of doing.

"Yo, Parker, you going to get on this?" Eddie shouted.

"Why should I? It's obviously not Spider-Man, just a wannabe who craves attention . . . hey, like you."

Eddie flashed Peter a dirty look before changing the channel, only half the TV stations were now keeping an eye of this acrobatic figure.

Eddie threw the remote to the floor and began to walk toward the exit, "Screw this and screw Spider-Man . . . I'm done . . ."

Suddenly, within a seconds notice and with no warning, the whole wall of the Bugle was blown open. Several people turned their heads, and stood up quickly. It was hard to see with bricks, concrete, and dust now scattered through the room, but it was obvious that something very big and very dangerous was now inside the building.

**Coffee Shop, New Jersey**

May Parker sat inside a coffee shop in downtown New Jersey. It was fairly cold this time of year for New Jersey as she was cuddled in a jacket, and held a nice hot cup of coffee in between her hands, but the weather wasn't the only reason she dressed warm. She was cold because of the chills she continued to get by just thinking of the reason she took this trip out to New Jersey. It was a life she continuously avoided and tried to rid of. She hasn't dealt with it in over ten years, and she had hoped it had finally left her, but issues like this always seem to creep back into her life.

Has she took another sip, her face continued to stare down at the table. She was very deep in thought, and her expression showed the horrible feeling that those thoughts brought to her. She kept thinking about her brother-in-law Richard and his wife, Mary – Peter's parents.

There is a whole life that Peter doesn't know about, and May wants to make sure that he never does find out. It would destroy him. Her eyes soon began to glance around the room. She noticed a young boy, couldn't have been more than six years old, reaching up for a donut that was on the counter. His father picked him up and helped him reach it. He then paid the cashier for it.

"Thank you, daddy!" The young boy said.

May smiled as she watched the father and young child connect. That smile quickly faded though when she witnessed a figure walk through the front door. He was coated in a black leather jacket and black army-like pants. He wore boots that made a loud clunk every time he took a step. He carried with him a small case, but what really caught her attention was the eye-patch that he wore.

Nick Fury sat down at May's table across from her. She took a deep breath as he folded his hands on the table.

"I know this can't be easy for you." Fury stated.

"No, it's not, but the quicker we get this over with, the quicker I can get back to my home in Queens."

"Fair enough." Fury replied, pulling out papers from his case.

"We have reason to believe that Richard and Mary Parker were in possession of documents that cover highly classified information. This is information is very dangerous, and recent activity has shown us that this dangerous information could be getting out to citizens."

"What kind of information?"

"I told you that's classified . . ." Fury replied.

"Colonel, you obviously want me to search for these papers, I believe I should know the information . . . after all, they are my family."

Fury looked down for a few moments, and then scanned the small coffee shop. He then leaned in and spoke quietly.

"We're not exactly sure, but . . . there's a high chance these papers contain the information on two programs that were developed by SHIELD in World War II."

"And these programs are . . .?"

"May, there's only so much info I can share without the possibility of being killed."

May slowly nodded and looked at Fury strictly, "What's to stop me from looking at the papers when or if I find them?"

"Nothing . . . we don't know what's officially on these papers; I will warn you that what you may find could be emotionally stressful."

"As if I haven't had enough . . ."

"You remember their old house, right?"

"Of course . . . it's where we met every Christmas until . . ." May stumbled, starting to think back on the memories.

Fury placed his hand over May's, "If you don't want to do this . . . but you know Richard and Mary and their place more than anyone. I don't want to send fifteen agents to raid a small abandoned home . . . we're not the most public organization."

May strengthened herself and stood up from her seat, throwing a scarf around her neck, "Fury . . . I just want this to be over with forever . . . and I will do what I must until I have the life I want to live with my nephew, and not have to deal with any of this ever again."

"Peter doesn't know about this, does he?" Fury asked.

"Of course not, I would never do that to the boy." She replied.

Fury nodded, "Be careful, May."

"I'm fine, Colonel."

**OsCorp**

Harry walked into OsCorp holding hands with his girlfriend, Liz. When Norman was in his coma, he overheard Liz talking about the need for a job. Well, a position was open, and he offered her the job, which she accepted without hesitation. She was practically Norman's secretary. She managed the front desk in certain shifts, but also helped Norman if he needed anything personal.

Harry sighed as he entered the building. Watching the repairs still being made to the building caused him to think about the attacks from the Vulture. It was the same place his father and now girlfriend had worked.

"Thanks for walking me in, Harry." She said sweetly.

"No problem, I need to talk to my dad anyway." Harry replied.

As Liz set up her shop at the front desk, Harry headed back toward the labs, where he was greeted by Dr. Mendel Stromm.

"Hey, doc, is my dad anywhere?"

Dr. Stromm looked around until he found his dad looking over some papers, and directed Harry in his direction.

"Dad!" Harry said.

"Oh, hey, Harry. What are you doing here?" He asked.

"Dropping Liz off . . ." Harry said, stepping in closer and beginning to whisper, "Hey can we talk privately for a moment?"

"Sure, son, anything for you." He said with a smile, trying to keep up on his promise to be there for his son.

**Norman's Office**

"What is it son?" Norman asked as he sat down.

"Are you sure this place is safe?" Harry asked without hesitation.

"Of course, why do you ask?"

"Well, this lab has already been attacked once, and now that Liz works here . . . I just don't think I could stand even the possibility of . . . I mean both of you . . ."

"Harry, I understand your concern, really, I do . . . but whoever this Toomes character was that blew up this place is behind bars. You have nothing to worry about."

"Dad, your one of the nation's leading weapons and chemicals designers, and you don't think that somewhere, sometime, someone is going to attack again?"

"If that's true, then I will do everything in my power to protect her." He said.

The words were a little comforting. Coming from his dad, he was still trying to get used to these real-life talks that were full of compassion. While Harry was nothing less than grateful for his trying to be a great father, the memories of the dark side of his father and what he was involved with still haunts him.

"I know you will dad, thanks." Harry said, smiling.

**Front Desk**

"You know . . . I hardly ever visited this place." Harry said to Liz who was starting up the computer.

She looked up at him as he continued to play with a the stapler that was on the counter, "It just never appealed to me . . .OsCorp. Between my dad and what he did and how he treated me . . . I always felt that this building is the one who stole my dad from me."

"You're not mad at me . . . for taking the job . . . are you?" Liz asked.

"Of course not, Liz, I know you really want to get your own place and you deserve this job, really. I've just . . . I don't know"

"I know it's hard for you Harry, you've been through a lot." Liz added.

"And you've been with me every step of the way." Harry smiled, and leaned in for a kiss. She obliged, and Harry left her to her new job.

"Stay safe . . ." Harry mumbled as he left OsCorp.

**Daily Bugle**

The dust settled inside the Bugle. Several employees ran to a safe corner, hiding behind a wall or table. Jameson slammed open his office door, only to slam it back closed when he saw what the commotion was. It was something no one had ever seen before. It was something you'd only see in the movies. It was also something Peter couldn't stop because he had no place to change into his costume.

The Spider-Slayer robot lay still in the middle of the office among a pile a rubble. It had four long, thick appendages made of a strong metal. It also had four smaller appendages in between which were more like the arms Octavius used against Spider-Man a few weeks ago. The front of the Spider-Slayer was that of a bug. It had two pinchers extending from his mouth, and two large yellow eyes, which also served as the video feed for Smythe back at base.

"Oh my god!" Betty screamed, sheltering herself behind Ned, who was just as scared.

"What is that?" Foswell shouted.

"Oh great . . ." Peter mumbled.

Eddie Brock was the only one brave enough to make a move. He dashed in front of the Slayer, and headed for the staircase.

"Eddie, don't!" Peter shouted amongst the rest of the employees.

Despite its large and heavy structure, the Slayer was quick, and used the two large front legs to block Eddie's path. Eddie stumbled to a stop, and tripped over brick and concrete, landing hard on his face.

Peter rushed out to grab Eddie, but as he helped him up, Eddie shoved Peter away.

"Back off, Parker!" He said.

As Peter landed on the ground, the Slayer used its four smaller arms to constrict Eddie.

"Get off me, you son of a bitch!" He screamed.

Eddie continued to squirm and struggle, but he was quickly put to rest when a small sleeping gas was sprayed from the Slayer's mouth. He fell asleep on the spot. The rest of the Bugle was still in shock, and police cars could be heard in the distance, but the Slayer had what it came for. It fired up its large jets, and flew back out the way it came in.

As quick as it came, it was gone. Peter quickly stood up from the ground, and ran into the stairwell; Peter hopped the stairs and began falling down the center of the staircase. He began stripping in mid-air, revealing his costume underneath his clothes. Peter slipped on the mask and landed softly on the bottom, and ran out the fire exit, setting off the alarms.

Meanwhile, everyone else continued to stare and watch in shock at what they witnessed. The Bugle was silent, until Jameson's office door opened. He walked out slowly, stepping on some debris. He looked up, and stared at his employees and office.

"Why me?" Jameson said calmly with a face full of emotions.

**Next Chapter: Spider-Slayers, part 2**


	21. Chapter 21: The Spider Slayers, Part 2

**Author's Note: I apologize for the long absence, but I have returned with a large chapter to hopefully suffice you for the time being! Also make sure to check out the note in the end for some "Marvelous" news. As always I encourage and appreciate reviews! Enjoy!**

**The Marvelous Spider-Man**

**Chapter 21: "The Spider-Slayers, part 2"**

**Previously . . .**

Smythe has finally finished his Slayers with help from Kingpin and Beetle. He sent them after Spider-Man. The hero, however, got caught in the middle of a fight with Eddie Brock after catching a carjacker. Eddie abandoned his date with Felicia, and was mistaken by Smythe to be the identity of Spider-Man. At the Bugle, a Spider-Man impressionist with actual skills impresses a crowd in Times Square, which Peter wants to check out…until the Slayer breaks into the Bugle and kidnaps Eddie.

Meanwhile, Harry worries about Liz being at the Bugle because of the past of the business and his dad. However, his father tries to assure him that everything will be fine. In other areas, Gwen receives a business offer from a modeling agency in L.A., and Thomas is surprised when she considers it.

Aunt May takes a trip to New Jersey to have a secret meeting with SHIELD's colonel Nick Fury. How does she know him? What is her deal? She is being asked to search for secret files in Peter's parents old house…

**Abandoned Parker Household, New Jersey**

Today was a hard day for May Parker. She was forced once again to go back to the past thanks to Nick Fury, director of SHIELD. While he wasn't her most favorite person in the world, he was trying to help save the Parker legacy. It was difficult for May having to deal with it all, but she looked toward the future, knowing that if the truth was finally found and revealed, that it would all be over with.

It was something she's been hiding from Peter since he was a little child, it was something that she tried to hide from herself at times, thinking it would just go away like a bad dream. But Fury made sure that didn't happen. He made sure that May would somehow get caught up in Richard and Mary's dealings with SHIELD. Of course, they were more than dealings, but she called it that to hide the truth that Peter's parents were once agents of SHIELD.

She had arrived at the old Parker house in New Jersey. This was the house that Richard and Mary lived in after they got married. They lived there up until a few years after Peter was born, and moved to New York closer to May and Ben.

May felt a bit stressed visiting such an old and painful past, but she went on with it. She couldn't bear the thought of SHIELD agents trashing through this home until they found what they wanted.

She entered through the front door using an old key that was given to her a long time ago when she stayed and watched Peter while the parents were out on the job.

She wasn't a part of it at first. They actually did a great job of hiding it from her. While Richard did tell his brother, Ben, he was a part of SHIELD; he really kept the details hidden. They revealed it to May when she kept asking why they would go off for so long without a reason.

May began to cry as she walked into the house. She remembered the several Thanksgivings and Christmases shared at this house. She remembered the days when Ben and Richard would sit down and hope the Lions finally pull off an upset win, unless they played a New York team of course.

The old wood floor squeaked as she entered the dining room. Where she reminisced on the dinners and family games they had here. Finally she entered the family room where she found out that Mary was pregnant with Peter. It was a moment that changed her life forever.

May pulled off her gloves and put them in her pocket. She realized that she had to do some detective work here. She knew that Richard kept several secrets in his office, so she decided to start there. She walked around the hallway into Richard's office, and opened the door. She slowly walked around the desk and sat down in the chair.

Part of her didn't want to do this. She felt wrong going through Richard's things. As she scanned the desk with an emotional face, she came upon a picture of Mary and a 6 year old Peter, which showed that his parents still used this house even after they moved. It was the same year that Peter began to live with her and Ben. She suddenly became motivated.

She opened a few drawers and pulled out what little files were still there. The files were smothered in dust showing that they haven't been touched in years. She opened a few of them, not really wanting to read into detail, but when she came across one that had a huge "CONFIDENTIAL" written across it, she figured something big had to be inside.

She opened the file and saw it was registered by someone named Jack Fury. She assumed there was a relation, so she was on the right track. However, it didn't end there. She continued to flow through the files, she came upon something called Weapon X and the Super Soldier Program.

As May continued to read through the research, she discovered that these files were created sometime during the Cold War. She covered her mouth as she gasped for air. Richard and Mary were agents during the war with Russia. It appears that more happened behind the scenes than any news reports shared.

Quickly, she shut the files, and held her head down. She grabbed the files, and placed them in a book bag that she found under the desk.

She quickly left the office and walked swiftly out of the house. As she walked down the street back into town, tears ran down her eyes. There was so much more that she didn't know and didn't want to know. But somehow she knew that giving these to Fury would bring out the secrets that have been kept for decades.

**Times Square**

The giant robot was fast. Its rocket-like jets was helping it outrun Spider-Man quickly. He tried to catch up, but there was no hope. Soon the chase led over Times Square. Spider-Man was determined to not let it escape with Eddie. They may have been enemies, but he wasn't going to let him get kidnapped. More importantly, he wanted to know who was behind this and why they wanted Eddie.

However, Spider-Man was about to face another issue as down near the streets, the Spider-Man imposter was showing off and chanting below.

"Citizens of New York, are you ready to see the fight of a lifetime!" He shouted among the crowd. He had them bedazzled with several Olympic-like moves and abilities. They cheered at his performance and responded to his question with shouts of excitement.

"Be ready! Your friendly neighborhood Spider-Man will arrive soon and only one of us will be crowned winner!" the man said.

His voice was deep and demanding. Not the type of voice expected from someone with his looks. Whoever this guy was, he knew how to get attention. His intentions were unknown, he seemed to be a glutton for attention, but his skills were something to be worried about. At least that's what Captain George Stacy thought as he watched from the crowd. He had seen enough freaks to let this go unnoticed. As far as the rest of New York was concerned, he was just another street performer, but the fact that he was challenging Spider-Man, and had similar skills and a similar, if not uglier costume, was just another reason to be worried.

"Carter, I want you to take Macendale, and circle around the other side of the street, I want to keep an eye on this fella."

"Roger that."

"If I know Spider-Man, he'll be here soon . . ." George Stacy said to himself.

As he said that, Spider-Man landed on the street below flashing his famous pose.

"Ah, and there's the spider now." the imposter said.

Spider-Man walked up to him and faced him, "Listen, I don't know who you are or what you want, but I'll have you know . . ."

Spider-Man was soon interrupted by a quick right hook to the face. His spider sense flashed, but not fast enough. The crowd gasped as Spider-Man flew backwards and fell to the ground.

"Name's Tarantula . . . that's all you need to know for now at least. I want you to know I've been looking forward to this."

_This guy's for real . . . and he doesn't pull his punches._

"Come on boy! Show me your real strength!" Tarantula shouted.

Spider-Man pulled up his mask to spit out blood, and then folded it over his lower face. He then began shooting web bullets at the masked man, who dodged them with ease as if he had reflexes as quick as Spider-Man.

"Ha, don't insult me. Your pathetic webs aren't living up to your potential. Give me a real fight!" Tarantula said as he knocked away a web bullet headed for his face.

He then rolled to the side shooting out a grappling hook from his wrist, which had grasped him at his neck. Tarantula pulled him in and threw him to the ground.

Spider-Man used his hands to support the impact, and flung back at Tarantula's face with his feet, knocking him back slightly; however, he was stronger than he looked. Spider-Man then shot a web at his ankle and pulled, causing him to fall back and land hard on the pavement.

"Who are you?" Spider-Man shouted.

"Oh, you'll find out soon enough . . ." Tarantula muttered as he sprung back into battle.

**Meanwhile, Unknown Location**

Eddie's eyes slowly began to open. He shook his head as he tried to regain consciousness. He tried to move his arms and legs, but he was shackled down to a table that was placed at an angle.

"Uh, where am I?" He mumbled.

He looked around to see a large computer screen blacked out at the moment. The Slayer which had captured him was to his left, and in front of him was Alastair Smythe, sitting in his wheelchair.

"I see you're finally awake." Smythe said.

"Who are you? Let me go!" Eddie cried.

"Believe me, not even your spider strength can help you out of those locks. They're made of pure titanium steel."

"Spider strength?"

"Don't play dumb with me, Brock, I know who you are, and believe me when I say you are going to pay dearly for the death of my father."

"Your father? Dude, I don't even know who the hell you are! And I am not Spider-Man!" Eddie screamed.

"Shut up! I know you are! I saw you leave the alley, you write articles about yourself, and you just happen to be where he is!"

"You're insane!"

"Am I? Or is it the piece of scum here who shows the world he's a hero and turns around and murders the citizens of the city!" He shouted.

Eddie wasn't even trying anymore; he couldn't get through this man's head. He was clouded with the thoughts of revenge.

"What are you going to do?" Eddie asked.

"If it wasn't for some deals I had to keep, you'd be dead already . . . count your blessings, Spider-Man . . ." Alastair threatened.

As Alastair wheeled past the computer, a spider-seeker's view suddenly showed on screen, "Spider-Man detected." A robotic voice said.

"What? Impossible . . ."

Eddie's heart suddenly slowed down slightly as a video of Spider-Man in a fight with the Tarantula showed on screen.

"Hmm . . ." Alastair thought to himself.

"What did I say . . ." Eddie said.

"Doesn't matter . . ." Alastair wheeled over to his Spider-Slayer and starting firing up its throttle.

"Wait! Aren't you going to release me? I am no use!"

"Believe me, you are . . ." Alastair replied.

"As what?" Eddie cried.

"Leverage."

**OsCorp**

Liz never knew how tough it was being a secretary, especially for a highly regarded scientist like Norman. He constantly was receiving messages and had meetings scheduled. It wasn't all that bad though. Norman had a lot of time set aside for working in his labs. During that time, Liz really had the time off. She would answer the phone occasionally, but if Norman allowed, she would take the time to go out. Right now, Liz was just packing up before she had to leave when Gwen unexpectedly entered the building.

"Gwen? What are you doing here? Don't tell me you want to set an appointment with Norman." Liz joked.

"No, actually . . . this is something kind of important." Gwen said.

Liz showed concern, "Oh yeah? What is it?"

"Actually I was hoping that we could go somewhere and talk about it." Gwen said.

"Well, Harry's going to be picking me up any time now . . ."

"Oh good, maybe he can help too."

"Is this about Thomas?" Liz asked blatantly

"Not really . . . I mean, he's involved . . ."

"Say no more, I'll just go tell Mr. Osborn that I'm leaving." Liz said with a smile.

Gwen leaned on the front desk while Liz went into the labs, during that time, Harry walked in.

"Gwen, what are you doing here?" Harry asked.

"I need to talk with you and Liz about something important." Gwen said.

"Oh . . . is this about Peter?"

"What? No . . . why did he say something?"

"What? No I just . . . you . . . I don't know, I'm bad at guessing and . . ." Harry looked around awkwardly, "Where's Liz?"

"She'll be back in a second." She answered.

Harry and Gwen now stood there awkwardly, both of them flashing each other a smile that the other responded too.

"So, how's Peter doing?" Gwen asked reluctantly.

"Oh, he's good . . . today's MJ and his one month anniversary . . ."

"Oh has it only been a month?"

"Yeah . . . only?"

"Oh it's just it seems they've been together forever!" Gwen said, laughing slightly, "but wow, good for them."

Harry cursed himself inside knowing that was a stupid answer to her question. Although she was able to get over the fact he had moved on, she hadn't fully gotten over him yet.

Thankfully for Harry, Liz had finally returned to stop the very long minute from lasting any longer.

"Hey, Harry, mind if we go to a coffee shop with Gwen real quick?" She asked her boyfriend.

"Oh, yeah, no problem." He replied.

**Coffee Shop**

Gwen sat across from Liz and Harry who were listening to Gwen's latest predicament.

"So, I really think it's a great opportunity, and I probably won't even get the job, but I think . . . I think it's something to look into."

Liz looked a little worried, "But Gwen, L.A. is so . . . so far away"

"I know, but we're talking about one of the biggest modeling agencies in the country! And they chose me! – A small New York girl with a little experience in front of a camera."

Liz wasn't convinced, Harry, however, took more of a positive outlook.

"Gwen, I think you should go. I mean, you might or might not get the job, but hell, the trip to L.A. is an experience in itself."

"That's true." Gwen replied, "Thomas is totally against it. Like, he doesn't want me considering it."

"Supportive." Harry commented, earning him an elbow from Liz.

Harry rubbed his arm, "Look, Gwen, I'm just saying I would go in a heartbeat. How long will you be gone?'

"Just a few days. If I do get the job, they'd give me free flights back to New York to move there."

"Not a bad deal." Harry said.

"You want it, Harry?" Liz added with a bit of anger in her voice, "Gwen, I understand this is your decision, but what about school? What about your friends? What about Peter?"

"Why separate Peter from my friends?" Gwen asked suspiciously.

"Don't pretend you still have feelings for him Gwen. I know you wish there was something more between you two. I've seen the way you and Thomas walk around. There is no spark, and you know it. Moving to L.A. isn't going to solve those problems!"

Gwen was silent. She stood up and grabbed her jacket, "Thanks for the help, Harry." Gwen left without acknowledging Liz on her way out.

Liz stared angrily at the table, while Harry sat beside her. He wrapped his arm around her shoulder and she leaned in on him, beginning to tear up.

"I screwed up, didn't I?" Liz asked.

"Liz, you know Peter's still a subject to be avoided with Gwen." Harry said.

"I just don't understand how she could get up and run to L.A. and leave us all behind! It's like she doesn't care!"

"She cares enough to come talk to us before making her decision. She cares enough to talk to us despite her own boyfriend telling her not to. Gwen's old enough to make her own decisions, Liz, and she has to do what's best for her."

"I don't want to lose her, Harry . . . we've been such good friends and . . ."

"Liz, she may not even get the job."

Liz thought over what Harry was saying. He was getting really good at being a motivational talker, and making sure you knew when you were wrong. Liz was wrong and it was even worse of her to bring in Peter as an excuse. She just didn't want to lose her closest friend since high school. However, to not support Gwen wouldn't be a good friend act, and it was also selfish.

"I'll call her tonight . . ."

**Daily Bugle**

"Wow, what a mess." Ned says as he shoved some more bricks out of the middle of the office, trying to clear a path.

"I've never seen anything like that in my life, Ned." Robbie said.

"Do you think it's one of Stark's?" Ned asked.

"Possibly, but Stark wouldn't be the one behind it. I don't understand why it would want Eddie."

"Well, Pete flew out of here pretty fast, so I'm thinking Spider-Man's probably on the trail if Peter's on the trail."

"Maybe I'll call him, and see what he has found out . . ." Robbie said, walking over some more debris and bricks that covered the floor eventually making it to the corner of the office.

Ned, meanwhile, looked over toward his desk, and noticed Betty was still cornered up against the wall, staring down the floor. Ned walked over and sat down beside her.

"You okay?" Ned asked.

"I'll be alright . . . just, a little shocked is all."

"Tell me about it."

"Is this what our job consists of, Ned? I mean, we report everything we can on daily news. It's such a harmless job, but then suddenly we have an inside on the red and blue vigilante, and we've dealt with mutated men and large robots . . ."

"I'm sure this is what every news station goes through, Betty."

"I'm serious, Ned . . . think about it, we put our lives on the line every day we come to work just because you never know what kind of weird phenomenon Jonah or Peter is going to get us caught up in."

Betty was really worried. Although the Scorpion and Lizard weren't dealt with at the Bugle, she had an interaction with the Chameleon, and the building was almost brought down by a large, robotic creature.

"Hey . . ." Ned said, as he placed his arm around her, "Don't worry. This is just a string of bad luck, okay? And if anything happens, I'll be right here to protect you."

Betty leaned over on Ned for support, "Thank you."

Ned smiled as he felt her head rest on his shoulders. Robbie walked back over and smiled at him. He had been waiting for months for Ned to finally make his move on Betty. They had flirted back and forth for a while now and even Robbie had tried to encourage Ned in some ways. Ned smiled back at his boss as he comforted his friend.

**Times Square**

Spider-Man lay on the cold pavement. He knew it was cold because his part of his costume was ripped under his arm and his leg. He was literally in one of the toughest battles he's ever faced. Spider-Man wiped the blood off of his exposed arm and faced up against a well-trained Tarantula. There wasn't a mark on this man. It was like he was invincible. Spider-Man couldn't hit him head on. If he managed to get a few good hits, they were quickly countered with twice the strength.

Spider-Man slowly stood up. The crowd around them was starting to get worried. At first it looked like it was all fun and games, but even the cops were beginning to near their weapons.

"How much are you willing to fight, Spider-Man?" Tarantula taunted.

Spider-Man felt as if he was risking his dignity by fighting him. He was just a weirdly dressed man making fun of the hero; however, Spider-Man felt something bigger was at plan here. This man was for real, and not just a street performer.

"What do you want from me?" Spider-Man asked.

"Nothing . . . I think I've proved my point." Tarantula said.

". . . And that is?" Spider-Man continued to ask.

Tarantula smiled smugly. It could be seen by the crowd that he was proud of his victory over Spider-Man. He may not have been down, but the way the battle was going, it was obvious.

"That question can be answered at another time. Just know that this isn't going to be the last of me you're going to see. And not just you . . ." He turned to face the crowd, "but all of New York!"

Spider-Man began to charge Tarantula as he made his speech, but before he could strike, a large explosion caught the two super powered individuals off-guard, as well as the crowd, who began to scatter and scream.

Captain Stacy looked up to see the cause of the explosion – the Spider-Slayer. It had returned for the true Spider-Man.

"What the (%*#?" Captain Stacy muttered under his breath.

The Slayer hovered down above Spider-Man who had taken just about enough punishment for one day. His battered-up masked allowed him to get a clear vision of what was surrounding him. He knew it was the Slayer that took Brock. With no energy to fight back, he took relief in the fact that he would get a chance to rest before having to save Brock, and take down whoever was behind this. The Slayer sent two tentacles out of its chest to grab the wall-crawler around his waist and pull him into a small compartment in its large mechanic body.

"Captain?" Carter commented from behind, holding his pistol in hand, "What do we do?"

"I haven't got the slightest idea . . ." He said.

**Ellis Island**

The Spider-Slayer flew over the river and was soon at Ellis Island. The large robot flew above an abandoned parking lot. The ground began to shake, and the floor opened up to reveal Smythe's hidden laboratory.

A couple moments after, Spider-Man woke up chained up on a table right next to Eddie Brock. Peter could see through the hole in his mask that this was no joke. There was enough technology in here to make Norman Osborn giddy.

"Hey." Spider-Man said to Eddie with a worn out voice.

"Shut up." Eddie said.

"Right . . . Why are you caught up in this?" Spider-Man asked as he began to scout the area. No one was around except for the deactivated Spider-Slayer.

"They thought I was you." Eddie scowled.

"Me?" Spider-Man laughed just to annoy Brock, "Who's they?"

"Some creep in a wheelchair and his big boss." Eddie answered, looking away from Spider-Man, not even wanting to look at him.

Suddenly a door opened from behind the large computer, and Alistair Smythe wheels out, "Spider-Man." Smythe said, holding back the hatred as much as he could.

"Who are you?" Spider-Man asked.

"I am Alistair Smythe. I have built these Spider-Seekers, and the Spider-Slayer."

"Smythe . . . why does that name sound familiar?"

"Maybe because it was the name of my father, the one you murdered."

Spider-Man jerked back in surprise. He didn't expect him to make an accusation such as that, at the same time, he continued to think about who the father was.

"Whoa, Alistair, I have never killed anyone in . . ."

"Bull$#*! I know all about what you did! Kingpin told me all about it. The kind of person you are."

"Kingpin? It's no wonder you're confused; the man's a crime lord!" Spider-man fought back.

"But who's the real criminal here . . . you."

"I didn't kill him!"

"Say what you want, I know the truth, and now I'm going to find out who the true murderer is." Alastair said as he approached Spider-Man, planning to remove his mask, with Eddie Brock right behind him.

But once again, Spider-Man was saved by a dramatic entrance from another villain. An explosion caused fire and smoke to enter the room as the Beetle flew into the lab.

"Beetle?" Spider-Man said.

"Jenkins, why are you here?" Alastair yelled, angry at the interruption.

"To retrieve the package."

"I told Kingpin I will let him have Spider-Man when I am done!" Smythe yelled in return.

"Plans change." Beetle said as he shot a rocket from his arm toward Smythe, Brock, and Spider-Man. The rocket caused Smythe to fly out of his chair and onto the computer. Brock and Spider-Man were then knocked loose from the floor, but were still chained to the tables.

Smythe pounded his fist on the keyboard, "That Liar! Slayer, Activate!" Smythe commanded as Beetle flew above it, but the mechanic villain was on top of it all.

He dropped a small EMP grenade onto the floor, the same type he used against Iron Man a few days ago. The radius shut down the slayer instantly, while Beetle stayed far away from the blast range.

"No! How dare you!" Smythe screamed as he fell down to the floor. Meanwhile, Spider-Man continued fiddling with the locks around his wrists and legs. He looked over to Eddie Brock who was completely unconscious from the blast.

_I am so confused right now . . . _Spider-Man thought to himself

Beetle took out his two last grenades from his belt, and tossed one toward the computers, and one to the Spider-Slayer. The explosion destroyed the slayer, causing pieces of metal to fly all around the lab. The computers were obliterated as well, causing an injured Smythe to cover himself on the ground.

After the noise settled, Smythe scanned around the lab. His anger grew even more as he realized all his work has been destroyed.

"Do you know what you've done!" He screamed at Beetle.

"I followed orders to make sure none of this gets traced back to Kingpin . . . including you." He said as he pointed his laser guns toward Smythe. Spider-Man realized this and angled his trapped hand toward Beetle, shooting a web line that hit right on his arm.

The hero pulled the web as much as he could being contained, which wasn't much, and caused the laser to hit just to the left of Smythe. It burned a nice hole right into the floor. Smythe looked over at Spider-Man in confusion, and then over to a small control panel near the tables Spider-Man and Brock were attached to.

"Pest." Beetle said, as he aimed his laser at Spider-Man now.

But he wouldn't be hit, Spider-Man kept up an assault of web bullets to distract him as much as possible. This gave Smythe the time he needed to crawl over to the control table, and smash a button with his fist. This caused the locks around Spider-Man and Eddie's arms and legs to be opened, releasing them. Spider-Man quickly took advantage, leaping from the ground into the air, barely dodging a laser that burnt through the tables.

Spider-Man shot a web line at the Beetle, using him as a stable point to launch himself. He led with his foot and kicked Beetle square in the face. breaking that large yellow glass eye that covered his face.

Spider-Man then zipped up to the ceiling, while Beetle recovered from the attack. Two missiles were revealed from a compartment in his back. Spider-Man's spider-sense began to warn him of the missiles, but not just that. He soon realized what two small missiles would be able to do to a small underground lab.

As the missiles launched toward the ceiling, Spider-Man quickly swung out of the way, and toward Beetle. He shot a couple web bullets to distract him, and then grabbed him around his neck. They were still airborne as Spider-Man hung onto him.

"Get off!" Beetle struggled, but with no luck to get Spider-Man off his back.

The Wall-crawler watched the ceiling begin to crumble from the impact of the missiles, as he held onto Beetle.

"Smythe! This place is coming down, get out of here!" The hero yelled to him.

Smythe did as he told and crawled for the exit, while Spider-Man continued to struggle in mid-air with Beetle, who finally got the upper hand by grabbing his right arm, and tossing him over his head. Spider-Man landed on the ground though, right next to Eddie Brock.

"This all makes sense now. The attack on Stark Industries, the battery needed to charge the large robot. Kingpin must really be pissed if he's willing to send so much money just to get rid of lil ol' me."

Beetle prepared to shoot another laser at Spider-Man, who was prepared to defend another attack. However, he didn't have to. A large piece of rock came crashing below towards Beetle, Although he being crushed under the debris, he was now, under assault by several pieces of debris falling down from the missile attack.

Spider-Man was at the exit holding Brock over his shoulder, "You know, you really gotta learn how to handle those weapons indoors."

Spider-Man quickly swung outside where Smythe was waiting for him. The doors were open above from Beetle's entrance, and there were already a few civilians surrounding the area, as well as cops due to the large amount of commotion they were making.

Spider-Man quickly swung both Eddie Brock and Alistair Smythe up to the parking lot, and went back down to make sure Beetle hadn't escaped. He ran into the lab, to find him shooting off debris as he made his way toward the exit.

"Come on! Get out!" Spider-Man shouted.

Beetle turned around and took his advice. Firing up his boosters to full power, he flew out of the lab, into Spider-Man, knocking him down on the ground, and out of the underground lab. Spider-Man quickly stood to his feet, but Beetle was already long gone, and the several citizens and policemen watched as he flew away into the distance.

**Later . . .**

Captain Stacy, Dewolffe, Macendale, and Carter arrived at the scene shortly after, allowing Spider-Man to clarify what happened. Eddie Brock quickly jumped at the opportunity to blame him for all that happened, but Captain Stacy sent him home after he took advantage of him last time. Alistair Smythe sat down on a bench overlooking the scene. He had a puzzled look on his face as he examined all that happened in the past month. From his father dying, to being approached by Kingpin, to creating dangerous equipment like Jenkins' suit and the Spider-Slayer.

"I know who your father is now." Spider-Man said as he stood next to Smythe, with Captain Stacy by his side.

Smythe didn't respond, he was about to go to tears after what just happened.

"I pulled him out of a fire at OsCorp. He was one of the few people that had ever been appreciative of what I've done."

A tear ran down the side of Alistair's face as he remembered his father.

"I know how you feel. I've been hurt in the same way you have. There's nothing like losing a father, or someone who practically was like a father."

Alistair held his head down, wiping away the tears. He looked up to Spider-Man, who's costumed was all ripped up from the recent fights he had been through.

"Wilson Fisk." Alistair muttered.

"What?" Spider-Man asked.

"Fisk . . . Wilson Fisk is the Kingpin."

Spider-Man and Captain Stacy were shocked. They had just been given information on the leader of one of the biggest criminal organizations in the world.

"Take him down." Alistair said, as he pulled into his pocket and pulled out a necklace with a cross hanging off the end of it. He held it in his hands, and closed his eyes.

Spider-Man turned to leave Alistair alone, and turned to Captain Stacy, "Well . . ."

"You just realized he just accused one of the biggest philanthropists in the city as a crime lord."

"Captain! This clears up everything. It explains where he is able to use all this money to gather dangerous technology. It explains why Fisk had a confrontation with the Green Goblin a while ago, and now we know where to go! We can stop it all right here!"

"I wish it was that simple Spider-Man, but we have no hard evidence! Plus, this man has all the resources in the world to get out of a trial, there's no way he could be taken to court, if he really even is the crime lord."

Spider-man looked back at Alistair, and then back at Captain Stacy, "Trust me, he's telling the truth." Spider-Man said.

**Gwen's Bedroom**

She lay down on her bed, staring down at the ground. She continued to think over the situation of the job offer and everyone's perspective. Thomas didn't want her to go in fear of losing her. Harry was being supportive. Liz was just being selfish as Thomas by only caring about herself. She still felt like she was missing something though.

Her thoughts were soon interrupted by the ringing of her cell phone. She turned around to her nightstand, and grabbed the cell phone, which caller id showed Liz. Although she was hesitant to answer, she did.

"Hello?" She said.

"Hi Gwen." Liz said softly.

Gwen didn't reply as if she was waiting for her to say something.

"Look, I'm sorry about today, at the coffee shop." Liz said, "It's just right now, I would hate for you to leave me, I mean, you're my only girlfriend here, and I didn't mean to sound like a jerk and the truth is I know it's a good opportunity for you." Liz continued, ". . . and as a friend, I should be encouraging you to follow your dreams."

Gwen smiled a little, although she was upset about the whole thing, Liz was too good of a friend to stay mad at her.

"Thank you." Gwen replied.

"And also about Peter, I know that it's still a subject that shouldn't be brought up like that. I'm glad for you and Thomas, really, but I do think that you should at least ask him like you've been asking us. He is still one of your friends."

"I don't know, Liz . . . Peter and I have been so distant since our talk. It's like we've changed."

"I still think it's a good idea." Liz said.

Gwen looked over at a picture of her and Peter she still had up on her dresser. He was on the other side of a picture of her and Thomas. Even if her and Peter were never a thing, she always wanted to remember the good times she had with her friends.

"Maybe . . ." Gwen said.

"Just think about it. If anything, he would appreciate it." Liz said.

**Kirby Steakhouse.**

Peter arrived at Kirby Steakhouse and quickly changed into a blue-buttoned up shirt, black slacks, and a blue and green striped tie that he picked up from his house before heading here.

He was glad he didn't wear the costume underneath his clothes as he was already sweating badly from nervousness, and he didn't need the extra heat. He was about fifteen minutes later than the date was set, as he arrived to the table to see a beautiful Mary Jane dressed in a sexy gold dress that was just revealing enough to cause Peter to choke on his greeting.

"Mary Jane, I am so sorry I am late, I got caught up at the Bugle and . . ." Peter stuttered as he looked upon her, "wow . . . you look beautiful." He muttered.

"It's okay, tiger, I understand, this has become a slight habit I've gotten used to." She smiled.

"You are way too nice to me." Peter said as he sat down at the table. A candle was in between them setting the perfect mood for a one month anniversary.

"The night ain't over yet." MJ replied.

Peter smiled back at her, as she rubbed her leg across his, _If this keeps up, I hope it never does._

As the waiter took their orders, and brought them their drinks, they began to chat about some more personal things.

"So how is Aunt May doing?" Mary Jane asked.

"She's getting better. After the whole Max Dillon fiasco, she began to breakdown a little bit. She felt like she put me in danger as well as herself. I don't know if she's ever going to forgive herself for it. I try to make her feel better, but . . . I don't know."

"Oh, the poor thing." MJ said.

"Right now she's in New Jersey."

"New Jersey? What is she doing there?"

"Top secret . . . like really, I have no idea. She told me it had to do with my parents, so I gladly backed off the subject."

"Why? If you don't mind me asking." MJ said.

Peter sighed. It was always difficult bringing up his parents."

"Well you know that they were killed in a plane crash, and practically dumped me on my Aunt and Uncle. But I can't help thinking that there's more to it than that."

"What do you mean?"

"I was so young that I barely even remember them. Who they were, what they acted like, what kind of parents they were. I remember one time I was nine, I accidentally called Aunt May 'Mom'. She responded in tears as did I because it showed how quickly I forgot who my true parents were. But there's just something about them that always puzzled me as a kid. Why they were always gone. Where did they go? Why would I always spend a week or two at Aunt May and Uncle Ben's."

"I'm sure it had nothing to do with you." MJ said

"I would be lying if I said that didn't cross my mind a few times."

Mary Jane stretched her hand across the table to grab Peter's, "Sometimes Aunt's can be the best mom's anyway."

"Isn't that the truth . . ." Peter replied, holding her hand in his.

As he said that, the waiter brought out two plates of thick and juicy steak. He placed them down on the table as Mary Jane and Peter released hands, and finished their dinner date.

**Later that Night, Peter's Bedroom**

Peter lay on the floor against the bed wearing a t-shirt and a pair of gym shorts. He looked around his room which was as clean as it had ever been. He was hoping to finally push the limits with Mary Jane tonight. As they have been dating, he has heated up, and she has cooled off. He was hoping to change that.

However, in the corner of his mind, he still couldn't help but think about the topics covered over dinner. His family, his past – it was something he hadn't dwelled on in a long time, mostly because he wanted to forget about it. But as he thought about it more and more, nothing made sense, and the fact that Aunt May was so secretive about it didn't help either.

A knock on his door quickly interrupted his thought, "Come in." Peter said, still sitting on the ground.

Mary Jane opened the door and walked into the bedroom wearing nothing but black lingerie. A smile crept across Peter's face slowly. She knelt down above him on the ground, and kissed him. He wrapped his arms around her back as he kissed her back.

"To think, I thought you were cooling off." Peter said.

MJ stood back up and went over toward the window in the bedroom, "Tiger, I'm just heating up." she said as she pulled the string causing the blinds to fold closed.

**New Jersey**

Aunt May sat down in a small park. The aura of the lamppost caused her to have an eerie feeling out in the dark. It was cold. She was covered in a thick coat. She had the book bag sitting beside her on the bench.

Shortly, Nick Fury arrived, wearing the same black leather outfit her wore earlier today and carrying the same case.

"May I?" he said, asking to sit down.

"Please . . ." May replied.

She pulled out the files from the book bag, and handed them to him. She was obviously trying to get this over with quickly.

Nick opened the files, and scanned over them quickly. He nodded and placed them in his briefcase.

"You did good, May. I can't thank you enough for this."

"Is this the proof you need? Are we finally through?" She asked desperately.

Fury sighed, "May, I don't know if this is ever going to get swept under the rug. You have to realize what is at stake here. Richard and Mary and being treated as traitors to their own country. Do you realize the offense here?"

"I understand, Fury, but I know my family and the type of people they were, and they would never betray anyone." May replied.

"I believe you, but the odds are stacked against them. My father knew that, and he tried to help them . . . I'm only trying to do the same . . . believe me, your legacy depends on it."

"And the only reason I'm doing this for you is so Peter will never have to deal with it . . . ever." Aunt May stopped for a moment, and then continued, "Why did you never tell me that they were soldiers in the Cold War?"

Fury turned his head; there were things he never told May. He should've known that she would look in the files.

"They weren't soldiers, they were spies. While there was a huge political fight on the surface, we knew, we just knew, that there was something going on deeper in Russia."

May sat there, scared and nervous, but still intrigued by the secrets that were kept.

Fury sighed once again, "May . . . you are probably the only citizen of the United States that is going to know this . . . but, we were right."

**Next Chapter: Thrill of the Hunt**

**Author's Note: Well there it is! The latest chapter of "The Marvelous Spider-Man"! It's been a real great ride writing this series of now 21 chapters. I never thought I would make it that far. I want to thank all the fans of this series and all those who reviewed my chapters. It means a lot and by no means will I leave you . . .**

**While I realize that my posting this has been somewhat sporadic the past year, I do want you to know I don't plan I leaving. I just have to find the right times where I am inspired to write, and while I hope this doesn't continue as much as it has, I am beginning to write another Marvelous series in the background. I want to continue more with Spider-Man before I post it though. Just know that it's in the works! Do stay tuned for updates on this new series, as well as future posts of the Marvelous Spider-Man!**


	22. Chapter 22: Thrill of the Hunt

**The Marvelous Spider-Man**

**Chapter 22 – "The Thrill of the Hunt"**

**Previously . . .**

After dealing with the madness of Electro and Doc Ock several weeks ago, having a weird encounter with someone named Tarantula, having to fight off the Spider-Slayers that were created by Smythe, and finally having to save him from the Beetle who was used by Kingpin to betray Smythe, Spider-Man had enough of the gang world for a week. He spent the rest of the night with Mary Jane, celebrating a one-month anniversary that went late into the night.

Meanwhile, Gwen is dealing with her own dilemma as her friends fight over her going to L.A. to audition for a modeling job. While her boyfriend Thomas was discouraging her to keep her in New York, Harry was into the idea, as well as Liz, after some convincing from Harry.

After suffering from her dealings with Electro, Aunt May was set on an adventure by Nick Fury to find top secret files from SHIELD and the parkers dealings in the cold war. He reveals they were spies, and also worked with projects Weapon X and Super Soldiers.

Eddie Brock continues to become the joke of the office as he was captured by the Slayer and also is being beat by Peter recently. Jonah is back to his good old self, while Ned and Betty seem to hit it off after the attack.

**Africa – 4 days ago**

Sergei Kravinoff, a man most considered to be more of an animal than true man. He was one of the greatest hunters in the world. Although he carried weapons such as a knife, bolas, and a bow and arrow on some hunts, his favorite weapons were his hands. He had put down a lion, a crocodile, and even chased down a gazelle, taking them all down with his bare hands. Although some citizens believed there was more to him than he was showing, they still commended him on his skills and his bravery.

He looked like a true hunter as well. With a vest of lion skins, and pants made from the hide of a cheetah, he made sure to boast what he had accomplished. He also had a band on each arm of the skins of a crocodile he caught in the swamps. He had slicked back hair, and a thick moustache covering his top lip.

He was standing on the back of a jeep, while a native African man drove through the plains. In the passenger seat was a stunning woman. Her name was Calypso. She was the wife of Sergei Kravinoff, and had a practice of her own. During her spare time, she would study on the arts of magic and sorcery.

"There's she is." Kraven muttered as they approached a young rhinoceros at about a hundred yards away.

The native driving the jeep spoke in their language as he turned to Kraven.

"Do not worry, my friend, I am Kraven, the world's greatest hunter! No beast can overcome me, but first, a kiss for good luck."

He jumped off the back of the jeep, and walked up to Calypso. She kissed him on the lips and afterwards he took a deep breath

"I always feel so powerful when your lips touch mine, my love." Kraven said.

Calypso smiled as in return as Kraven prepared to hunt his next prey. Sergei never went on a hunt without a good luck kiss from Calypso. Some of the natives in the village they stayed in say that there was such a spark between them you could see it whenever they embraced.

Kraven crept into the plains, and slowly circled around the back of the rhinoceros. He was about seventy-five yards away now, slowly, planning and making his move. The rhino was young, so it was smaller than the parents, which were most likely nearby. He slowly crept into fifty yards. The beast was too busy eating, and Kraven was too quiet to hear him for now.

Kraven then prepared to make his move. With great speed that was almost superhuman, he ran toward the beast and lunged into the air. Before the rhino could even figure out what had spooked him, Kraven was already on his back. He grabbed rhino by the ears, and tugged, causing it to freak out to the max. It began to snort and growl as it shook its body to relieve itself of the pain, but Kraven kept his legs tight on the belly, making sure he would not be thrown.

As he moved closer to the face, he was able to grab the horn on his snout, and as a more stable holding, he tugged. With the strength of that of an ox, he pulled, and the large beast fell to the ground, just a Kraven moved out of the way to avoid being crushed under the weight. He stepped up onto the grounded rhino, and claimed his victory. He pulled out his knife, and as he was about to claim his prize, he stopped.

He lifted up his head and stared over the plains. He sniffed twice, before holstering his knife back. Calypso watched from the distance and was confused as he fell back. Kraven slowly made his way back to the jeep.

"My love, what is it that made you leave her." His wife asked.

"Parents. I knew they would be nearby. I smelt them from a distance, and if I were to gut the young, they would likely charge, putting you in danger, even from this distance. I take it as a warning and leave the young to its parents."

After returning to the village, Sergei was inside a hut where he lived. He sat on the cot where he examined over some photos that he had come across. Calypso had come into the hut shortly after, and handed him a small piece of paper.

"It's from him." Calypso said.

"I must go." Sergei replied to her as he read the paper.

"Sergei, it's been over ten years since you've seen him. He made his decisions, you made yours. Coming here has been the best decision you've made. I do not want to see you leave, for what if you don't come back."

"He is my brother, Calypso, and I will not stand by while he is rotting inside a cell. He is just an animal that was caught in a trap and do not worry of my absence. I am Kraven the Hunter, nothing can overcome me."

"But what of the Man-Spider that resides there?"

"Ah yes, the Man-Spider. He dwells in the concrete jungle, seeking out his prey as I do. If he becomes an obstacle, I will make sure it is known who the real hunter is."

"Oh, Sergei, I must not lose you." She said as she wrapped his arms around him.

"I will think of you, Calypso." He said as he embraced her.

"I have something for you . . . Take this . . . it will help you." she said as she handed him a small bag tied close by a string.

"Thank you, my love." He said to her as he kissed her, and as the villagers said, it was like you could see sparks. While Calypso was worried of what would become of Sergei, he would make sure to return to her as he always did on his hunts, no matter what.

**ESU Campus - Present**

_What a beautiful day, why is it I'm the only one who is happy on a cold and rainy day like this? Oh yeah, I have the best girlfriend in the world. Wow, I've never had such a better night than the one I had with her. I'm so glad things are finally starting to just get back to the way they're supposed to be . . ._

"Peter! Did you talk to Gwen about her going to L.A.?" Liz asked, running up to him.

"What?" Peter said aloud in surprise

"I see you haven't" Liz said disappointed

"Wait, Gwen's moving to Los Angeles?" Peter asked.

"Well, maybe! If she gets the job!" Liz said.

Liz and Peter were starting to gain the attention of other people on campus. Peter grabbed Liz and took them toward a far wall, out of the middle of the room.

"When did all this happen?" Peter said a little quieter.

"About a week ago! She received a letter in the mail from some agency saying that they wanted to meet with her in L.A., she talked to Thomas, Harry, and I about it, and I thought she was going to call you and get your opinion on it. Either way, I think she's going to end up going." Liz said.

"I don't believe this. I mean, I knew we weren't exactly as close as we used to be, but I figured she would at least inform me."

"Maybe she will, but try and show her that you care about her because I got this vibe from her . . ."

"Vibe?" Peter asked, wanting clarification.

"I can't explain it, but she seems to be more distant than she used to be."

"She's had it rough over the past couple months, she probably just needs some space." Peter said, as he began to walk toward his next class.

"I don't know, Peter, I'm starting to worry, especially since I don't know anything about this Thomas guy."

"He looked like a nice guy to me." He said, trying to avoid the subject of Gwen's relationships.

"You don't know him." Liz added.

"Neither do you." He replied.

Liz stopped walking along with him, as he entered the classroom, and turned back around talking to herself, _"Ever since those two talked, they have gone into their own little worlds not being a part of either, and I'm stuck in the middle!"_

She was so caught up in her thoughts, she didn't notice as she bumped in Flash Thompson.

"Oh, sorry, Liz." He said.

"It's alright." She said as she continued along her way.

"Hey . . ." He reached out to her, "You okay?"

Liz turned to face Flash, of all the times she knew him, he had never worried about what was wrong with her. He never cared like that before, but after he professed himself a changed man, he really was doing all he could to be there for his friends, even an ex-girlfriend like Liz.

"There's just a lot of drama I'm caught up in."

"Just make sure you're not getting yourself into it." Flash said, leaving Liz off with those words, as he continued on his way.

She pondered over it for a moment, wondering if that's what she was doing. She had a tendency to pry into other's business, wanting to fix whatever the problem was, but when things didn't go that way, she ended up being stressed over it. Maybe she should back out of this one, even if it was involving two of her best friends.

Meanwhile, as Peter entered the science classroom, he noticed Dr. Connors wasn't in today, but someone else. He had long blonde hair that was put in a pony tail, and a small beard on his chin. To Peter, he looked like the lead singer of a rock band. He went back to his seat though. He knew Gwen would be arriving soon. He was curious on how to handle the situation with her. Should he take initiative? or wait to see when and if she asks him about the job. At the moment, the professor began to introduce himself.

"Hello, class, as you know, I am not Dr. Connors. He is actually taking a business trip down to Florida for the rest of the semester. Something about his studies I believe, and after Dr. Octavius' meltdown, I will be your professor for the rest of the semester. My name is Elias Wirtham; I have posted my email and number on these handouts if you need to contact me for any reason, as well as my office hours."

Peter looked at the handout, but was immediately distracted when Gwen walked in. She said "hello!" to the new professor and took a handout in a hurry, sitting in her usual seat in front of Peter. She seemed to avoid as much eye contact as possible, unlike Peter who was staring her down like a hawk. The tension between them had only gotten worse.

**Roxxon Industries – Hammer's Office**

Justin Hammer had stayed very low key after what happened in Roxxon labs months ago with both Chameleon and Scorpion. He made sure the press knew that he had nothing to do with either incident, whether truth or lies. He sat in his office, throwing darts over onto the dartboard on the side of his office, between two windows. The large windows usually filled the room with sunlight this time of day, but today was wet and rainy, causing Hammer to feel less motivated than usual.

His game was interrupted with a call from his secretary. He pressed the speaker button as he continued to toss the darts at his target.

"Yes." He said simply.

"Um, Mr. Hammer, there's a man here to see you."

"Who is it?"

"Sir, you can't go up there!" He heard her say over the phone, "Sir!"

"What is going on?" Hammer asked.

"He's coming your way."

"Who?"

Suddenly, his office door slammed open, and standing there in full uniform, was Sergei Kravinoff.

"You have no right to be in here!" He said to him.

Sergei just smiled, "The little man threatens the hunter, does he?"

"The Hunter? What the hell are you and what do you want!" Hammer said, beginning to worry about him.

"I am Sergei Kravinoff, the world's greatest hunter, and I am here to retrieve my brother, Dmitri, who I know you were involved with."

Justin Hammer suddenly formulated a plan inside his devious head. He knew Sergei wanted to get to Dmitri, now known as Chameleon, thanks to Farley Stillwell, aka the Tinkerer, and Hammer, himself.

"I know where your brother is, Sergei, can I call you that?" He said politely

"Tell me now." Sergei said with a hint of hostility in his voice.

"I will tell you, but first you must do something for me." Hammer said.

"I do not work for petty little man such as you now tell me where my brother is!" He exclaimed.

"You will find out, but I'm sure a hunter like yourself will enjoy a little challenge, am I right?" Hammer said, using a little trickery.

Sergei sighed at his words, but listened anyway, "What is it?"

"I'm sure you are aware of the hero known as Spider-Man. He swings around this city being a so-called hero by protecting those in danger." Hammer said as he walked out toward his window, staring out into the city."

"The Man-Spider . . ." Sergei said.

"Um, yes, Man-Spider." Hammer said, confused, but continued, "Anyways, this 'Man-Spider' is also a mutant, a creature, or in this case . . ." He turned to face Sergei, "an animal. And if you truly are the world's greatest hunter, than I'm sure you will likely be able to catch the Man-Spider with no problem."

"What are you suggesting?" Kraven asked.

"You bring to me Spider-Man, and I will reveal whatever you want to know about your brother."

Kraven slowly pushed back Hammer and walked toward the windows where he could see throughout the city.

"This concrete jungle, is where my prey lies. The rain covers his tracks, disguises his body, but I, Kraven the Hunter, will not be held back by this." He turned back to face Hammer, "I will collect the Man-Spider for your trophy, and I will get the location of my brother."

"You will get the location of your brother." Hammer said with a sadistic grin.

Kraven opened the large window and looked out onto the city. the heavy rain was already entering the office. Kraven jumped out of the window, and fell far below. Hammer was shocked and quickly ran over to look outside the window. But several stories below, he saw nothing. Kraven was already gone to begin his hunt.

**Daily Bugle**

Spider-Man swung in the pouring rain, and landed inside the alley near the Bugle. He was cold and drenched, but managed to quickly change into the dry clothes he hid nearby. It seemed the longer he was Spider-Man, the more stashes of clothes he had around the city. He always kept some near the school, work, Mary Jane's, and Harry's. It was at this point he was thankful that he kept them in waterproof bags.

As he entered the Bugle front doors, he received a phone call from Mary Jane, and happily accepted the call.

"Hey MJ." he said as he entered the elevator

"Hi, Peter." She said with a low tone.

"Everything alright? You sound upset." Peter asked worried about his girlfriend.

"Actually, I'm not sure. I got this note in the mail today . . . from my father."

"Your father!" Peter said aloud, as the elevator doors closed slow enough for everyone in the Bugle lobby to give him a quick stare.

"Yeah . . . he said he's going to be in town next week and wants to visit me and my aunt."

"Wow, have you seen him since . . . you know." Peter asked.

"Since he ran away from us? No. That was about ten years ago, and now he appears out of nowhere! I don't know how to feel about this and I'm really stressed about it." MJ poured onto Peter.

"Hey, hey, It's okay . . . Is there anything I can do for you?" Peter asked.

"Yes . . . would you mind being there with me . . . when he visits? I'm not really sure how I'm going to react to him when I see him, but I know that I'd feel a lot better if you were by my side."

"Of course, anything for you, Mary, I'm sorry to cut you off right now, but I'm arriving the top floor, and I have to deliver some pictures, but I promise I will call you right back."

"Okay, and Peter . . . thanks." MJ said.

"It's no problem MJ. I'll talk to you later . . ." He said as the elevator doors opened.

"Bye." She said over the phone.

_I feel so bad for Mary Jane. Her father ran out on her when she was about eight, and even when he was there, he treated her and her mother like dirt. I hope this meeting goes quickly, and he isn't going to come back and hurt her any more than he already has._

As he stepped out of the elevator, he noticed something was slightly off. And it wasn't just the large hole in the wall that was covered in loads of plastic. Betty Brant wasn't at her desk to give the usual greeting. He also noticed that there was no Eddie or Robbie in their desks. Jameson's office was closed off, and the only other person he recognized was Fredrick Foswell in Accounting.

"Foswell!" Peter said, causing him to look across the office.

"Peter, what brings you to my neck of the office." He said as Peter approached him.

"Yeah, where is everyone?" He asked.

"Well Betty and Ned went on a lunch date that looks like it has run . . . fifteen minutes over their break time and Robbie and Eddie are in a private meeting with Jonah, I don't think JJ's happy with Brock."

"What did he do?" Peter asked.

"Turns out he blew up in some news reporters face when asked about the Slayer incident. You know how J.J. feels about bad publicity."

Meanwhile, inside Jameson's office . . .

"It's all Spider-Man's fault!" Eddie shouted to Jameson, "If he didn't interrupt my date, I wouldn't have had to . . ."

"Don't even try to blame this on the web creep; as much as I hate him, he isn't your responsibility!" Jameson exclaimed in return."

"How can you take his side!" Eddie said.

"He didn't make the Daily Bugle look bad! At least he sells papers!" J.J. said.

"I don't believe this!" Eddie said.

"Believe it, Brock, and get your act together. You've been causing enough problems around work lately, between my broken camera, your involvement with Spider-Slayers, and now this uproar . . . one more, and your outta here!" Jameson warned.

"But Spider-Man is . . ."

"OUT!" Jameson screamed.

While Eddie clinched his fists and stormed out of the office, Robbie walked over to Jameson, "What do you think?"

"I think he clearly has some anger issues." Jameson said.

"Your one to talk." Robbie joked.

"He showed a bad example of what the Bugle was by his explosion, unlike myself who is calm in front of the camera."

"Right . . . so how's the welcome home party coming for your son, John?" Robbie asked.

"It's perfect; I was able to get a nice hall for the whole party! The caterers are all set, and photographers, I was hoping Peter would be able to take care of that. We are paying him to work as a part time photographer now; I might as well get my money's worth." Jonah said.

"That's great Jonah." Robbie said as he left the office. He was really impressed with Jameson lately. Although his old self would occasionally rear its ugly head around, he was starting to learn to control it. It isn't the best, but he's showing a lot of promise, especially after what he had been through lately.

"Mr. Robertson! I have pictures from a quick incident from the other day" Peter said as he met him halfway from Jonah's office.

"That's great, Peter." he said as he grabbed the pictures, "Oh, also, Jonah wanted to know if you wanted to take pictures at John's Welcoming party. You can bring a date if you'd like."

"Yeah, sure thing Robbie, and that's awesome, I'll ask MJ!" Peter said with excitement. If there was any reason at all to be able to go out with Mary Jane he would take it.

"Great! Thanks Peter, It will count as work hours, so you won't have to come in that Friday."

"I can't wait!" Peter said with a smile. As Peter turned around, he caught a glimpse from the window. Within the rain a few buildings away, he spotted a shadowy figure that caused his spider-sense to go off. There was no way he could make it out due to the heavy rain, but the way he was just standing there caused some suspicion for Peter.

**Outside the Daily Bugle**

_Man, its cold . . . _Spider-Man thought to himself as he stripped back down to his costume, and swung just a few buildings over from the Bugle.

"That's weird . . . I could've sworn I saw someone . . ."

As Spider-Man scanned the area of which he could see only a few yards ahead due to the heavy rain and developing fog, his mystery stalker was already on another building about fifty yards away, preparing to immobilize the hero.

"Maybe I'm seeing things, but why would it trigger my spider-sense?"

Suddenly, his head started blaring once again. He turned around, looking and looking, but he couldn't see anything. He had to rely purely on his spider-sense for this one. He stayed vigilant and alert when finally he heard a gunshot. This was no small pistol though; it sounded more like a bolt-action sniper.

Things began moving in slow motion for Spider-Man. He couldn't see where the shooter was coming from, but he could hear. Using his spider-sense, he realized that it was coming from his right. This also meant he was shooting toward the Daily Bugle, making it too easy for him to hit a random civilian.

Spider-Man dodged the bullet, and leaped onto the side of another building, crawling up to the roof. Spider-Man continued to use his senses to the max, making sure he would know if the shooter was going to attack again. Once he made it to the roof, he ran toward the direction of the shooter, use his web zip ability for quicker travel.

After moments, he was standing on top of where the shot had come from. He knew this because the sniper was being supported on the ground, but there was no sign of the person who shot it. He scanned the area once more, knowing that his attacker could attack again at any moment.

_Where are you . . . _He thought.

His spider-sense was set off once again, but this time there was no noise, and with no visual help, he was tackled from behind, being slammed down on the cold, hard concrete roof. His face was held to the ground by a strong hand, and the only thing he could see was a knife being held in front of his face. Out of the corner of his eye though, he could see his predator and he had the most interesting get-up Spider-Man had ever seen.

"Who are you?" Spider-Man asked, "George of the Jungle?"

"My name is Kraven the Hunter, and you Man-Spider, are the prey."

"That's interesting . . ." Spider-Man said, as he elbowed the face of Kraven, allowing himself to turn around and kick Kraven off of him, ". . . but I'm not really one to be hunted . . . and it's Spider-Man"

"You talk much, Man-Spider, but the lion does not give up when his prey is in sight." Kraven said as he and Spider-Man circled around, preparing for an attack.

"Oh yeah, well I'm a lot harder to catch than a gazelle . . . did I just say that?" Spider-Man joked.

With cat-like reflexes, Kraven lunged with his knife, which was easily dodged by the wall-crawler. He slashed several more times, never landing a single hit. When Spider-Man got the opportunity, he led in with a right hook to his face. This did not slow him down, Kraven was strong, and wasn't going to be easily subdued.

Just then, Spider-Man was interrupted by the most unlikely thing, the ringing of his cell phone.

"Hold on, one minute . . ." He said to Kraven as he lifted up part of his costume, revealing a belt where he kept extra web-cartridges, and his cell phone. He answered it, while Kraven stood in confusion.

"You are foolish, Man-Spider!" Kraven said leaping toward him.

"Hello?" Spider-Man said as he dodged the attacks.

"Hey . . ." Gwen said over the phone.

This caused Spider-Man to be slightly more distracted than he already was.

"Gwen? What do you need?" He said, dodging a dagger that was thrown his way.

"I need to talk with you about something . . . you see . . ." but Gwen was cut off as Spider-Man was hit from the side, causing him to drop the phone.

"You do not wish to fight?" Kraven said, holding him in his grasp.

Spider-Man released himself by lunging both elbows into his gut, and then roundhouse kicked him into the ground.

He shot a web at his phone, and pulled it back.

"Peter? Are you okay? I heard a loud noise . . ."

"Yeah sorry, someone bumped me on the sidewalk and I dropped the phone . . . so what is it?" Spider-Man said, looking over he noticed Kraven was quickly getting back up to his feet.

"Well, I don't know what you've heard, but I got a job offer from a modeling company from L.A."

"Oh yeah? That's great, Gwen." He said as he prepared to fight Kraven.

"Well, I'm actually . . . I'm leaving tonight . . ."

"What?" Spider-Man said aloud, completely distracting him from Kraven who rammed into him with the strength of a lion.

Spider-Man was able to hold onto the phone, but as he flew off the side of the building, he shot a web line to the side, landing on a fire escape balcony.

"Yeah . . . I'm sorry, I didn't tell you earlier, I just . . . I don't know . . . I'm going to be gone for a week though, and I wanted to say goodbye in person so could you meet me at the airport tonight, about 7?"

"Yeah, sure . . ." Spider-Man said, as he looked up above, noticing Kraven wasn't letting him get away at all.

"Listen, I'm kind of in a bind right now, and it's raining hard so I'll see you tonight okay?" He said to her.

"Okay, Bye, Peter." She said.

"Bye." He quickly said, pushing her off the phone, He belted his phone back as Kraven jumped down onto the fire escape, causing it to shake.

"How much to weigh?" Spider-Man mocked as he leaped over the side, swinging back onto the roof to allow more fighting space.

To his surprise, Kraven was already there. It was like he had the speed of a cheetah. When Spider-Man landed, the hunter unleashed a fury of attacks. After blocking the punches, Spider-Man was able to knock Kraven back. He quickly responded by pulling out another dagger from his side, and throwing it at the hero, mixing things up. This caused Spider-Man to change his defensive tactics as he rolled to the side, allowing a brief moment for Kraven to toss a pair of bolas in his direction. Spider-Man saw this slightly, as the rain continued to pour down on them. He moved out of the way, but the bolas still grabbed and trapped his arm. The weight and force pulled his arm to the ground, pulling him away from the direction he was going.

_holy mother . . . that hurt . . . _Spider-Man thought to himself.

As he lied on the ground, the Hunter charged toward him at full speed resembling a rhino. Spider-Man rolled out of the way, but just moving his arm the slightest gave him pain. He was able to get to his feet, but not before being tackled again by Kraven, this time, landing on his bad arm. He yelled in pain as Kraven punched him while he was down.

"I am disappointed Man-Spider, I thought you would be more of a challenge." The crazed hunter said.

"There's something you didn't account for." Spider-Man said, as he shot a blast of web into his eyes, and then tied him up from head to toe.

Spider-Man walked over to the downed hunter, "So what's the game?"

"Big Game . . . and this will not stop me!" Kraven said as he was able to rip his arm through the webbing, using the knife he held, but Spider-Man quickly knocked it away, and contained him.

"Well, if you're truly after me just because you're a hunter, I can now put you on the top of the list as one of the strangest villains yet!"

As Spider-Man continued to babble on to him, Kraven could smell the scent of another person in the area close by, and suddenly, a small device rolled out in front of Kraven, and under the feet of the Spider-Man. He noticed it just in time to see a cloud of greenish smoke appear. Both quickly became dazed and while Kraven seemed to be unaffected by this gas, Spider-Man fell to the ground unconscious.

**Roxxon HQ**

As nighttime fell, Spider-Man awakened inside the office of Justin Hammer. He was strapped to the chair by plain rope. He looked outside to the see the rain had finally stopped, but the night had settled in. He wondered how long he had been out, and why he felt so dizzy.

"Hello, Spider-Man." Hammer said to him from behind his desk.

"Hammer . . . what . . .?" Spider-Man then saw Kraven standing behind him with his arms folded.

"You're working for Hammer? Suddenly all the weirdness makes sense . . ." He said, shaking his head, trying to clear his mind.

"You seemed to be a little dazed, don't worry, the effects should wear off shortly, and you should have your strength back soon." Hammer said.

That's when Spider-Man realized he was tied up, and unable to break through the rope that he would normally be able to snap in half, "What did you do to me?"

"Oh you know, the basic treatment."

"What's basic?" Spider-Man shouted.

"I'm sorry, Spider-Man, but it appears my time is up, Kraven, if you would . . ."

"And I will receive my end of the bargain?" Kraven said.

"Yes." Hammer said simply, leaving his office. Once he closed the door, he pulled out a cell phone, and speed-dialed a number.

"They are both in my office, make sure the cops get here soon, Oh, and you took care of the blood sample correct? . . . Excellent, I'll be there in an hour."

Back in the office, Kraven grabbed the back of the seat, and dragged Spider-Man to the back of the office. He picked him up and prepared to throw him out of the open window.

"Farewell, Man-Spider." Kraven professed.

"I told you . . ." Spider-man started as he used all the strength he had to break free of the rope, and lunge out of the chair, "It's Spider-Man!"

Kraven growled at Spider-Man, showing the animal in him was growing.

"Just so you know, Hammer isn't going to hold up your end of the deal." Spider-Man said as he dodged the chair that was tossed his way, allowing it to crash into the wall.

"I know how he works, and your just wasting your time." He said, trying to gather himself, and figure out why he was so weak. Although he slowly felt himself regaining his strength and agility, Hammer had done something to him.

Kraven leapt toward Spider-Man, who shot a web blast into the eyes of Kraven. The hunter lost sight of his surroundings and slammed into the desk, breaking it in half.

"You're stronger . . ." Spider-Man said.

Kraven turned around, peeling the webbing off of his eyes, "The wonderful Calypso as many ways of evening the odds in a hunt."

"If only I knew what you meant." He said, preparing for a fight, but things quickly got more interesting when Macendale, Carter, and DeWollfe barged into the office.

"Freeze, both of you!" DeWollfe shouted.

"DeWollfe, look out!" Spider-Man said as Kraven lunged to the side of the wall, and bounced toward the cops, who continued to hold their weapons, Spider-Man shot a web line at the animal, and used all the strength he had to pull Kraven back. His momentum sent him flying back against the wall where his head hit a large picture. The glass shattered, and Kraven was out cold from the hit.

"Thanks, Spider-Man." DeWollfe said, showing appreciation, "I really didn't want to use a bullet."

"It's no problem . . ." Spider-Man said, holding his right arm, still really sore from the fight earlier, "Where's Captain Stacy?"

"He's on vacation with his daughter."

_Oh no, GWEN! _

**Airport**

Captain George Stacy would normally be out on his police routes right now, but tonight, he is taking a weekend off to spend with his daughter in Los Angeles. Given the fact she was very persistent in him allowing her to have a face-to-face interview; he decided it would be fun to also spend a vacation with his daughter. As he went up to the counter, Gwen stayed behind with Liz and Harry, who were bidding her goodbye.

"Are you excited?" Harry asked.

"Yeah, I am, it's not every day one gets a free trip to L.A."

"What about the job?" Harry asked again, who was originally implying it.

"Oh, I'm still on the fence about that, but I'll cross that bridge when I get there. I mean, really, what are the odds I'd get the job?" Gwen said.

"Hey, you never now!" Harry replied, being positive.

"I guess, but I'm glad my dad's going along, it's been a while since we've had some quality time together." Gwen responded

Gwen then turned to face Liz who hadn't said a word yet, "I'm not leaving forever." She said with a smile.

"I know . . . I really need to chill don't I?" Liz admitted.

"Well, it'd make it slightly easier on me." Gwen smiled, "It'd also be slightly easier if Peter was here. I told him 7 so we'd have time to talk. He should've been here half an hour ago."

"Peter likes to cut things short, I'm sure you'll see him before you leave." Harry said.

"Gwen, grab your bags! We're loading up!"

"What? The plane doesn't leave until . . ." Gwen checked the time on her phone, but didn't even have time to respond before her father explained it all.

"They've moved it fifteen minutes earlier to make space for another flight that was bumped due to the weather." George explained.

Gwen turned around with a disappointed look and an upset stomach, "I guess I won't be seeing Peter . . ." She said.

"It's only a few days, you said it yourself!" Liz said.

"He didn't even seem to worried I was leaving in the first place." She said quietly.

Liz looked up to Harry who just shrugged his shoulders. They both gave her hugs goodbye, afterwards, she and her father handed their tickets in, preparing to board.

**New York Prison**

A beat-up Kraven was thrown into a cell inside the prison by two security guards. All his power Calypso had given him was gone. He was just another prisoner now. He sat up and looked to his right. What he saw made his eyes widen. He was looking at the Chameleon, the white-skinned genetically created mutant with no facial appeal except his eyes.

"What are you?" Kraven said.

Chameleon shape-shifted into the person he used to look like before he was experimented on. He basically looked like a skinnier version of Kraven, "It is I, Sergei, Dmitri." He said.

Kraven was shocked to find his own brother trapped in jail, "My brother!" he said, quickly hugging him. It had been over ten years since he had seen him, and now they were both in the same prison cell.

"But Dmitri, I don't understand, why?"

"It was the likes of Justin Hammer and Spider-Man."

"It seems both of us were pulled into their trap." Sergei added.

"Do not worry, my brother, we will be out soon enough."

"How so?" he said, intrigued by his words.

"The good doctor already has plans in motion." Chameleon said.

**The Airport**

Peter ran into the airport lobby, looking left and right for any sign of Gwen. He was excited when he spotted a blonde woman from the back, but was disappointed when she turned around; revealing she wasn't the person Peter was searching for. He slowly walked through scanning the crowds of people waiting for their flights when he spotted a familiar face, Harry.

"Harry, what are you doing here?" Peter said, walking up to him.

"Just seeing Gwen off to the plane." Harry said as if he was upset.

"Where is she?" Peter said urgently.

"She left, Peter, about a half an hour ago. I decided to stay back and wait for you." Harry replied.

"Oh . . ." Peter said, disappointed

"Yeah, that's how she looked when you didn't show up to say goodbye." He said.

"Listen, Harry, I was so caught up in work, I wasn't able to get off until . . ."

"Dude, really? I am your best friend, I know when you're just making an excuse."

"Harry . . ." Peter started, but was quickly interrupted by Harry, who wanted to make a point.

"She actually made an attempt to reach out at you, Peter, and you just keep brushing her off. I noticed it at the game last week and here now by not showing up. You might not even see her again. Just because you guys aren't in the relationship you wanted to be in doesn't mean you can't have the friendship you both, not only should want, but need."

Peter sighed as he listened to his words. Harry sure knew how to give him a good talking when he needed one. Things have been so awkward since they kissed and he was so happy with Mary Jane, he didn't even want to explore the possibilities of going back to Gwen, but in the process, he was throwing away a friendship.

"We've both made our decisions on where we wanted to go, Harry. She went with Thomas and I am with Mary Jane and she's been avoiding me just as much . . ."

"She reached out to you didn't she? Trust me, she wanted to see you more than all of us."

"What makes you think that?" Peter asked.

"She asked you to come an hour and half before her flight even left. Liz and I arrived just in time to say goodbye."

"She did?" Peter mumbled.

"Yeah. I'm not one to make assumptions, but I don't think she's ever going to get over you."

"She made her decisions . . ." Peter said defensively.

"Now you have to make yours." Harry said.

Peter thought over Harry's somewhat true words. Gwen was a great friend to Harry, and although it wasn't like him to put Peter in his place, he was correct in his statements. Peter had to decide whether he was going to lose Gwen as a friend, or make an attempt to correct a broken friendship, that has slowly been decaying, but can he? With what has happened in the past, can it be fixed? Is she willing to just accept a friendship? These questions flew through Peter's head as he and Harry left the airport.

**Dark Streets of Chinatown**

A shadowed figure stood inside a phone booth on an empty street. It was unlikely to have the streets of Chinatown this empty, but the weather helped keep it just the way Fancy Dan liked it. He had been on the outs since his two other partners from the Enforcers were jailed by Spider-Man. After being dismissed by the Big Man, he had just stayed low, but after a recent contact, he was ready to get back in the game.

Inside the phone booth, he talked to a mysterious figure over the phone.

"It's risky using a phone call for me isn't it?" Fancy Dan said.

"The transfer to the Vault is coming up. Once Mason has 'fixed' the schedule, it will be up to you to make sure that you are prepared to make the move."

"Don't worry, you can count on me, just make sure everyone gets on the same truck."

"They will be."

". . . and then?" Fancy Dan asked.

"Spider-Man will meet his end."

**Next Chapter: The Edge of Darkness**


	23. Chapter 23: The Edge of Darkness, Part 1

**The Marvelous Spider-Man**

**Chapter 23 – "The Edge of Darkness, Part 1"**

**Previously . . .**.

Spider-Man tangled with the great hunter Sergei Kravinoff, and although he got the best of him, it wasn't before Justin Hammer did the tests he wanted, however, this is unknown to Spider-Man. Kraven was sent to jail and was reunited with his brother, Chameleon, who revealed to him that they would not be jailed for long. Fancy Dan talks to a figure over the phone, showing that he plans to interrupt the transfer to the Vault, and ultra secure prison that Captain Stacy revealed to Spider-Man months ago.

Meanwhile, Gwen was off to L.A. for the weekend to interview for a job offer, while Harry and Liz were able to bid her goodbye, Peter never made it, and Harry made sure Peter knew what was going on. At the Bugle, J.J. puts Eddie on his last leash after a blow-up in front of the news cameras, while Betty and Ned are shown to be dating, while Robbie and Jonah prepare for the big return of astronaut John Jameson.

**New York Prison Grounds**

Doctor Octavius has been imprisoned in here for months now. He shared a cell with the crazy and vengeful Adrian Toomes. Both of them had lost battles with Spider-Man in the process of trying to destroy those who ruined their lives. Doctor Octopus believes that Curt Connors had sabotaged his fusion experiment to make sure he didn't lose his job, even after the Lizard fiasco. Adrian Toomes, also known as the Vulture, lost his million dollar business to Norman Osborn when trying to form a partnership.

Adrian sat in the corner of the outer prison gates. While other prisoners lifted weights, Adrian's old and feeble wouldn't be able to handle such stress. He preferred to battle with his costume fitted with razor-sharp wings and anti-gravity boost. Otto however, took a different approach. While he was known for being the somewhat chubby scientist, he made sure to change this in a short couple of months. While he wasn't ripped, he was considerably buff, and had lost a lot of weight while in prison. It was all part of his plan to help him match up with the hero when he got a chance for a rematch.

Otto wiped the sweat of off his face as he approached Adrian, who always looked as if he was a grumpy old man, which is what most of the other prisoners considered him. Some even nicknamed him "gramps".

"I see your preparing as well as I am." Otto said sarcastically.

"Your hilarious, Doctor." Adrian replied, unamused, "I am happy mentally preparing when I can."

"You really are a crazy old man, aren't you?"

"Two months in the same cell with me and you're just now realizing this?" Toomes said.

"Oh I knew, it's the kind of spunk I like to have on our force." Otto replied

"Glad I can offer more than air support."

"Believe me; your knowledge will be just as helpful. After all, it might be hard for me to reattach my arms from the back. At least with your technological skills, the process will be easier."

"Listen, doc, I'm not your mule here. I just want to get the bug out of the way so I'll have a clear shot at Osborn! Once this is over, you won't be hearing from me again." Adrian snapped.

"Suit yourself, but I do warn you to imagine the possibilities in store with us. All of us." Otto said.

"Just know from experience, partnerships never work out . . ."Adrian said as he stood up and walked to the other side of the prison, leaving Otto to himself.

**Cell Block A – Later that Night**

The line-up of cells consisted of several prison cells containing the criminals, most of which were subdued by Spider-Man. While Otto and Adrian shared a cell, right beside them was Quentin Beck, also known as Mysterio, and Herman Schultz, or as the community knew him as, Shocker. They were playing cards with Ox and Montana, two of the three Enforcers. All of them were wearing the required orange prisoner attire, but they knew that they would all be wearing their well-known criminal outfits soon enough.

"Misty, you got a three?" Ox asked, holding only one card in his hand.

Quentin looked at him with annoyance, "Go fish . . ."

"Damn . . ." Ox muttered as he was forced to draw from the pile.

"Anyone else think this would be more fun if we were actually drawing from Misty's fish bowl?" Herman added.

"You're mocking me? You are the one who wears that armadillo mascot you call a costume." Beck quipped.

"Hey! At least I defeated the Spider-Man! What did you do? Throw a couple smoke bombs?" Herman attacked back, "Not to mention half you idiots are in here because you were trying to get revenge on someone. I was actually in a gang. I killed off one of the biggest crime lords in the city!"

"Yeah, and then was left behind by the Kingpin when he found a new watchdog." Montana snickered.

"Listen country boy . . ." Herman said, standing up from his bed.

Montana sat still, not intimidated at all.

"You got a five?" He said in a threatening tone.

Montana looked back at Herman with anger in his eyes; he looked down at his cards, and pulled one out, ". . . yeah."

Herman took the card, adding another pair to his collection, while Otto and Adrian mocked them in the neighboring cell.

"I can't believe you all are wasting your time with your petty arguments, you really don't understand what's ahead of you do ya?" Otto said.

"I think the good ol' doctor's going on a high from his plan, which will only work if Danny-boy holds up his end of the bargain." Montana whispered to Herman.

"By the way Shocker, what's this about no revenge? I believe that's why you wanted to be a part of this, am I not correct?" Octavius said to Herman

"Because of where I am and the opportunity that was presented . . . I'm not crying in a corner because I was outsmarted by a business man, or because I wasn't able to help out my dying sister because I was too selfish to sell the one thing that could've saved her."

Herman was quickly attacked by Quentin who grabbed him from the back, and threw him up against a concrete wall. If you wanted to get on Beck's bad side all you had to do was mention his sister.

"Asshole! Don't you ever talk about her like that!" Beck screamed.

"I'm just speaking the truth, you don't like it because you know it's true." Herman replied.

Beck punched Schultz in the right kidney, forcing him to fall to the ground, "Shut up! It's the one reminder I had of her, you are not going to make me feel guilty for what I did!" Beck shouted as he picked up Herman by the collar and threw him over across the other side of the cell. He slid across the cards that were on the floor, scattering them around.

"Damn it, Beck! I almost won!" Ox shouted out.

"You think I care about a friggin' card game?" Beck shouted.

"Gentlemen! Calm down!" Otto said aloud as Herman was getting to his feet, "How do you all plan on working together if you can't even survive a simple game without a fight breaking out."

"You really think you're in control, don'tcha?" Beck said, walking up to the bars that separated him and Otto.

"My plan, my team." Otto said.

"You may be leading the team, but once this is over, Me and the rest of these lowlifes are going to be doing our own thing. Don't think this is permanent." Beck said.

"We'll see . . ." Otto said, walking back to bed.

"Besides, we all know what you plan on doing! Going after the Lizard! That's what your plan is this is over. I'm going back to my sister, The Mutant and his animal brother are most likely going to go back to Roxxon, and Adrian's going after Norman! There's no way you're keeping us together in the future."

"Osborn?" Montana interrupted, "I heard he was dead!"

"I heard he was eaten by a flying goblin." Ox added.

"What?" Montana replied to Ox.

Otto turned back to Beck ignoring everyone else's petty comments, "Are you sure? If we can handle a petty problem like Spider-Man, what's to say we can't handle everyone else's problems? We can help Adrian take back what's his, we can help Chameleon return to a human, and we can help save your sister from death." Otto shouted.

Beck was silenced. The doctor did make a point, but from what he's seen so far, it wouldn't be a team that he would enjoy working with. It was something he thought Doctor Octavius overlooked when he planned a huge escape, a large team-up of super-villains, and a plan to get to the Spider-Man faster than ever.

The illusionist walked back to his game, and picked up his cards, looking over what was in his hand.

"That's what I thought . . ." Ock said, returning back to his bed.

"What about us?" Ox asked, sounding confused, "Are we a part of this team?"

"Dude, we're on our own gang! We're joining back up with Fancy Dan after we blow this joint. Did you forget were the Enforcers?" Montana said.

Ox returned back to his hand, while Herman was returning to the game, clinching from his painful blow.

"Nice hook . . ." Herman said to Beck, who ignored his compliment.

The prison turned silent. It was as silent as it was been in a while. The group of prisoners should've been more upbeat though. They knew they were going to be out in a week and they would get a chance to take down the one who imprisoned them. The silence was quickly broken by Ox who wanted to return to the game. He turned to Beck as he did earlier . . .

"You got a 3?" He said.

Beck stared at him even more annoyed than before, "No . . ."

"Damn . . ." Ox said as he pulled a card out of the pile scattered across the floor.

**Cell Block B**

Sergei Kravinoff and his brother Dmitri were jailed in cell block B. This cell block was always quieter than the other cell blocks; of course, it didn't hold as many psychotic super villains as Cell Block A.

"It's almost a blessing that we're not living with them." Kraven said to his brother, who was bouncing a small ball of the wall. Both of them were listening to the arguments they could slightly hear due to the loud yelling.

Chameleon transformed his face into Doctor Octavius, "But I thought you were looking forward to working with me, you don't even want to be in the same cell?"

"Those charades never fail to amuse me, Dmitri." Kraven chuckled. Although he was deeply missing his wife in Africa, he was happy to be able to see his brother, even though he was in a changed state.

"Tell me, brother, if you have the power to change yourself back into what you looked like before this mutant experiment, why don't you stay?"

Chameleon transformed into his old appearance, "Because this power is like any other mutant power. After a while of being the same person, I start to feel tired, overworked, and eventually have to resort back to my white Chameleon body.

"Why did you sign up for this?" Kraven asked.

"Hammer paid my fine for spying on the United States fifteen years ago. He told me all I had to do was conduct a couple tests. He wanted someone who was skilled, agile, and able to defend himself. You my brother know of my fighting skills."

"If I hadn't of met Calypso, I'm sure you could still pin me to the ground." The hunter said.

"Well, I didn't know it meant creating a mutant. It was a horrible experiment; the pain I went through was horrendous. When they planned on doing a lobotomy, which included adding a device into my brain, causing Hammer's stooges to pretty much control me, I tried to escape. I was so close to my freedom. Now I am not any freer here than I was there."

"Because of Spider-Man . . ."

". . . and Hammer." Chameleon said, reforming back to his white body.

"I will make sure to throw in a punch for you when we get out of here." Sergei said to him.

**One Week Later**

It was finally time for the big transfer. SHIELD has been working hard the past year in creating a secret and very secure prison. Nick Fury brought up the subject of "the Vault" to Captain Stacy about a month ago. Stacy knew that it was the right thing to do, but slowly he knew, SHIELD and Nick Fury specifically was planning on over-taking the whole police force in New York, something he was not pleased about.

Captain George Stacy and his fellow officers Jason Macendale, Stan Carter, and Jean DeWollfe handed out the routes for the transference of prisoners to the drivers of the security trucks. Each truck would hold a group of prisoners that would be transferred to a specific cell block.

"Alright men, these will be the routes for truck 1, truck 2, and truck 3. Truck 4 will be taking a different route to pick up some prisoners on northern side of Manhattan. Once you approach the loading docks, the boats will then transfer the prisoners to the Vault on Ryker's Island." Stacy commanded to the team

The drivers each took their routes while the prisoners were being loaded into the trucks. Truck 1 held some of the bigger prisoners, this included Otto Octavius, Ox, Kraven, and Chameleon, Truck 2 held Adrian, Herman, Quentin, Montana and another prisoner who was added due to the lack of space in another truck. Truck 3 held only one criminal though. He had to have a special seal inside his truck. The only other prisoner that had been in contact with this villain was Doc Ock. He was special in his plan as well, because he had the information that would help the team get to Spider-Man.

After the prisoners were loaded, the trucks headed off on their routes, Captain Stacy watched as they left. It was obvious to the other cops that he was very uneasy about this transference, especially with so many super-villains in one truck.

**Truck 2**

Beck and Herman sat across from each other in the back of the truck. Their disliking of each other was clearly evident throughout the whole time they were together. Adrian however, began talking to the new prisoner, who must've been held in another cell block in the prison.

"What are you in for?" Adrian asked.

The prisoner gave him a bewildered look. He wasn't fond of this elderly man talking to him. The prisoner was of age as well. Easily in his late 40s, while he wasn't losing hair yet, he had grey on the side of his head. He was clean shaven and of normal build.

"It's not important." He mumbled.

"Suit yourself; you're one lucky bastard though."

"How so?" The prisoner said confused.

"You'll see soon enough."

**Somewhere in Manhattan, Late at Night . . .**

Two people stood atop a tall building looking over the streets. It was two figures you would never expect to see together. Fancy Dan, the third member of the enforcers and an ex-member of the Big Man's crew and Beetle, the Kingpin's latest assistant.

"I told Kingpin I didn't need a babysitter." Fancy Dan muttered as he set down his large case

"He just wants to make sure this job gets done correctly. He has had some bad experiences lately."

"He's not even a part of this! He needs to just back off. He doesn't need to be a part of every criminal's life."

"He's the Kingpin of Crime; he will always be a part of your life."

"I wish the fat man would just keel over already, I preferred working for the Big Man." Fancy Dan said.

"What did he do better that Kingpin didn't." Beetle asked

"He didn't send a watchdog when we went out on our jobs."

"And look where the Big Man is now." Beetle replied.

"The only reason he knows about this gig is because Octavius needed an inside man, and he knew that Kingpin would have the resources. That's when he called me." Fancy Dan said with annoyance in his tone.

"Well at least if there are any difficulties you have a little fire-power in me." Beetle added.

"Oh, don't worry; I brought my own fire-power . . ." Fancy Dan said as he knelt down toward his large case.

He opened the case to reveal an RPG-7, with two rockets packed beside it. He pulled it out, and held it over his shoulder, loading the first rocket.

"Impressive, but how's your aim?" Beetle added as he locked and loaded his arm rockets.

"You're about to find out, here comes the first two trucks." Fancy Dan said, looking down below to the streets where two of the first three security trucks made a turn on the streets.

"Let the fireworks begin . . ." Fancy Dan said as he aimed the first rocket at the first truck in the lead, and let it launch. The force caused Fancy Dan to slightly lose his balance.

The rocket hit right at the side of the first truck. The force caused a huge dent in the side of the cargo trailer and caused it to flip over to its side and crash onto the streets. It slid along and took out a few street lamps in the process. The accident caused the second truck to slam on the brakes. He looked around to see where the explosion may have came from, but it was so dark, he couldn't spot anything until he saw the second rocket come his way.

The driver quickly jumped out his door and watched as the rocket hit the driver seat of the second truck, making it completely immobile.

He looked up to see The Beetle flying down toward the ground, and Fancy Dan jumping down the brick wall. The driver quickly grabbed his communicator, "Mayday, Mayday, we have rockets, the trucks are . . ."

He was quickly cut off though by Beetle who shot another rocket his way. The blast created a gaping hole in the pavement, and sent the driver flying backwards.

Fancy Dan grabbed the crowbar that hung from his belt, and he jammed open the back door of the first truck that was flipped over. He quickly had to jump back as Dr. Octavius was quick to slam open the door and lead the way from here on out

He took a deep breath in his first taste of freedom in months! It was a wonderful feeling for him knowing that he was one step closer to having his plans fulfilled. Ox, Kraven, and Chameleon slowly followed afterwards, still a little dazed from the blast.

He made his way over to the second truck where Beetle just blasted off the lock. Stepping out was Adrian, Beck, Herman, Montana, and the new prisoner.

"Greetings, Comrades, I imagine you had a pleasant ride." Octavius said.

"Other than a few bumps it went quite well." Montana replied to Otto.

"Come on; let's get out of here before more cops arrive, or worse." Herman said.

"Not yet, Shocker." Octavius said, stopping Herman in his tracks, "We still have one more truck to intercept."

"What do you mean Doc? Everybody's here!" Beck shouted.

"No, not everyone . . ." Otto said with a devious grin, "The third truck we are intercepting contains a wonderful specimen. Someone I am so intrigued by, I couldn't help but recruit him.

Doctor Octavius was clearly excited to bring in this new kid, while the rest of the gang was already skeptical and in a hurry to get out, especially with the noise they just made, Otto was intent on waiting for the third truck, which was falling behind the pack.

It was only a few seconds before the truck finally caught up to the action. The look on the drivers face was of great fear when he quickly slammed on the brakes while Doctor Octavius and his group of thugs stood across the street with the two trucks totaled and on fire behind them.

"Montana grab the driver, Fancy Dan come with me." Otto commanded them.

While Montana grabbed the driver out of the truck, and threw him to the ground, Fancy Dan and Otto Octavius, as well as Beck and Toomes walked to the back of the third truck. Fancy Dan grabbed his crowbar and jammed in the side of the lock, opening the back door immediately. When Ock pulled it open, the group was met with a flash of light.

"What the hell?" Toomes said, covering his eyes.

"Gentlemen, meet Maxwell Dillon . . . aka, Electro."

* * *

**Outside ESU, the Next Day**

It was another rainy day in New York as the latter months of the year were approaching, it was wet and cold and weathermen were beginning to predict snow in the weeks to come, for Peter though, it wasn't the weather that affected his mood this past week, it was Gwen. It was just a few days ago that Gwen returned from Los Angeles with her dad. She has been on his mind quite a lot the past week, so much so that it had been starting to cause some strain between Peter and Mary Jane. It was something he tried to avoid, but at the same time he couldn't, and knew he had to find a way to fix it. It was an uphill battle though. After Peter incidentally stood her up at the airport due to Kraven the Hunter, he hasn't worked up the guts to even face her.

He stood outside under the overhang of ESU to stay dry. He was wearing a blue jacket with his backpack over on one shoulder. He was waiting for Mary Jane to come who was going to meet him and go see a movie. Normally, he would wait inside, but it's come to the point where even being around Harry or Liz was hard because of his situation with Gwen. Harry told him off before and even Liz had tried in the past, but he didn't want to bring in any awkwardness to the group, so he had recently kept his distance when Gwen was there, which just happened to be today.

As he waited, Flash Thompson walked out wearing the new ESU jackets that were given out to the football players. The Eagles were 4-0 so far this season and Flash was a big reason why. It took Peter some getting used to the new Flash, but he definitely enjoyed it, and had a new respect for him, although neither of them would ever admit it, it was as if they were growing a friendship.

"Parker!" Flash said as he exited ESU

"Hey Flash" Peter replied, nodding in return.

"What are you waiting out here for?" He asked.

"Mary Jane's meeting me here; we're going to see the new movie, The Edge of Darkness." Peter said

"Oh yeah, I've seen previews for that, it looked pretty good." Flash commented.

"It's supposed to be about this guy who comes upon some kind of knowledge and power and it goes to his head and all that."

"Basically every politician that ever existed?" Flash joked.

"Basically . . . what are your plans?" Peter asked.

"Actually, I've got a date tonight as well." Flash said with a smile on his face.

"Oh yeah? Who with?"

"You remember that waitress at the pizza place?"

"Sha Shan?"

"Yeah! We'll we've been talking the last couple of weeks and she came to the game last week against the Tigers and I asked her out."

"Sounds great man, I'm happy for ya!" Peter said.

"Thanks, well, hey, I gotta split, have fun tonight." Flash said as he ran out into the rain.

"You too." Peter said, although not as loudly. It finally came upon him that he was more friends with Flash than his best friends inside. He never thought he would see the day. It was clear he needed to change things, starting with a nice night with Mary Jane.

Not long later, a cab pulled up with Mary Jane in the backseat. She waved at Peter with an unenthusiastic approach, much of notice to Peter. He stepped into the cab wiping off some of the water from his face, and sat down next to MJ.

"Hey MJ." Peter said.

"Hi, Peter." Mary Jane replied as they gave each other a quick kiss. It was a kiss that was normally filled with a warm welcome, but this time it was more of a habitual kiss. It was just as warm as a handshake to a stranger. There was no spark, and neither felt it.

"Thanks for coming tonight." Peter said softly.

"Hey, it's nothing really, I need a little something to clear the stress . . ." Mary Jane said.

Peter turned to face her, afraid that he was the cause of it.

". . . With my father, I mean." MJ clarified.

"Oh, good . . . I mean, not good, just about clearing your head." Peter awkwardly corrected himself, "When is he coming in again?"

"Saturday . . . two days, you're still coming, right?" Mary Jane said.

"Of course, anything for you . . ." Peter ensured, sounding sincere.

"Right . . ." she said as if she was skeptical, "I just hope I can count on you . . ."

"You can! You can, really . . . I won't let you down." Peter said, "I know lately I've been . . . failing at this whole boyfriend thing, but this is important to you and it's important to me." Peter said.

"You're not failing at it, Peter, I mean, you're the best relationship I've been in. it's just . . . you seem to have a weird way of prioritizing things." Mary Jane replied, "You never called me back the day I called you about my father, I heard you even ditched out on saying goodbye to Gwen, and then this whole week it seems you haven't stopped . . . thinking about her . . . I believed you when you told me things were cool between you too. I wanted you guys to be because I knew that if you were affected by her, than it would affect things between us . . . and that's what it's doing . . ."

Peter didn't settle well with those words as every one hit to the heart. It was getting harder and harder to juggle being a hero, having a job, a girlfriend, and friends at the same time, but now his relationships with other people are causing strife between him and Mary Jane. It was then he realized they were sitting in the back of a cab and the driver heard every word.

"I know, I know, I've been lousy but, can we . . . talk about this later?" Peter replied, as he shifted his eyes toward the driver. Mary Jane caught his drift and agreed that this wasn't the right time to spill out her feelings, but it was clear it was getting harder for her to hold in after this past week. It wasn't any easier for Peter though. Gwen had been on his mind all week. He just hated how things have transpired lately.

**Daily Bugle**

J. Jonah Jameson was many things to many people, but what most people never saw from his was the part of his that was a loving father. John Jameson returned from space four days ago, and today he was finally able to visit the Bugle, and best of all, see his father.

John Jameson was a tall, well-built man. He was one that you could see most women fall for. like his father, he had black hair which was put into a sloppy style.

He entered the Bugle, and was greeted warmly by the Bugle staff. They always enjoyed his visits. The calm nature of John's side sort of evened out with Jonah. After saying his hellos to the staff, he entered his father's office with a big grin on his face.

"Dad?" John said.

"Johnny!" Jameson said aloud.

He leapt up from his chair and gave his son a hug.

"It's great to see you, son! How was the three month space trip?" Jonah asked.

"Oh you, know, just like the others. Take a few supplies, study a few rocks, collect a few samples, same-o, same-o. Except this time we recovered some pretty sweet stuff that we'll be revealing at the party tomorrow night, which I can't thank you enough for hosting."

"It's all from the Bugle, son. It's the least we can do! and of course, you'll get front page on our Saturday release!"

"Thanks, dad, you really know how to throw a welcoming party!" John said.

"Oh and that's not all!" Jonah exclaimed. He was so excited to see his son, every word he said was filled with joy, "We got five star caterers in charge of the food, a wonderful band playing, and it's being held in one of the best ballrooms in the city!"

"You really didn't have to go through all this, dad, I mean . . . wow!" John said, humbled by all his dad has worked on.

"All the best for you, John." Jonah said with a soft smile.

John responded with a smile as well, it was so great to see his dad once again. As much as he loves being out in space, and searching all the unknown areas of the galaxy, there was never a better feeling than coming home and seeing his family.

"Well, dad, I hate to cut this short, but I really want to go spend time with mom, before I have to go through inventory tonight, but I'll see you at the party tomorrow, and maybe we can catch up over a beer over the weekend." John said.

"I'd like that, son." Jonah said as he bid his son a goodbye.

As John opened the door, Robbie waited outside also bidding John a goodbye before entering the office.

"I assume John had a great trip?" Robbie asked

"Yes, he said it went fine!" Jonah said, "As much as I'm happy for him and what he does, I sure miss him."

"I'm sure you do, Jonah, I still think about how old Randy is getting. I mean my boy's going to be graduating college soon. Time sure goes by."

"It does, Robbie. He's going home to see Janet now. I must say, I don't think I could be more blessed. After I lost Joan . . . I wasn't sure how me or John were going to move on, and then I met Janet . . . I couldn't ask for a better step-mom for John. She loves him and he loves her as he did his mother."

"It is nice to reflect on life isn't it?" Robbie said.

"It is . . . just to get away from all these papers and articles and Spider-Man and Ned where's my coffee!" He shouted through the window.

Ned quickly solved the problem by going to the coffee machine, while Robbie couldn't help but smile at his friend and boss as he still had the good ol' Jonah in him no matter how soft he got. Meanwhile, at the elevators as John stepped in, he happened to bump into Eddie Brock.

"Eddie! how's life treating you?" John asked.

"Like S#!^" Eddie said as he exited the elevator.

"You know you're like a star on YouTube after your blow up . . ." John mentioned.

"Yeah, I know genius! Everyone in this whole city knows . . ." Eddie shouted.

"Glad to see you too." John said under his breath as the elevator door closed.

It had been such a rough few weeks for Eddie, or few months at that, although the majority of it was his fault, he refused to accept it, passing the blame to others. After being caught by the Slayers, a news reporter tried to get his input on the story, but all he did was blow up about Spider-Man. The video went viral, and now not only is he the joke of the office; he's the joke of the city. He's up to this last nerve with Spider-Man. Months ago he got him a thousand dollars in debt to Jonah for ruining his camera, which he just now paid off, and then Spider-Man ruins his date with Felicia, only to chase him down and get kidnapped by a madman. Finally, he lost it, and he's paying the price. He didn't talk to anyone as he walked over to his desk, nor did anyone talk to him.

As he sat down he realized his last assignment wasn't on his desk; he turned to Betty to find out why.

"Betty, where's my Crazed Hunter report?" Eddie asked as calmly as he could.

"Oh, Robbie decided to give that to Peter to help him practice his editing and writing skills."

"But that's MY report! He can't just take it!" Eddie shouted, beginning to raise his voice.

"Peter asked for it, being as he was involved in the pictures, he probably knows what happened more than you do." Betty replied.

"Parker . . ." Eddie said angrily under his breath.

**Later that day, OsCorp**

Liz was sitting down at the Receptionist's desk. As Norman's personal secretary, she has slowly been saving up for her own apartment. She had yet to tell her parents about it though; she knew that they probably wouldn't approve of it. But with the all the dysfunction in their house, she didn't want to cause any more arguments than there already were.

In the meantime, she just wanted to go to school, go to work, spend time with her friends, and enjoy life, not wanting to let the strife make her stressed. She took a big chunk of stress out when she broke up with Flash. She made sure she was in control of her life now, and she couldn't be happier right now.

She was just getting ready to leave for the day, when Norman Osborn walked out of his office carrying his briefcase, with a sports jacket over his arm.

"One more day, Liz, and then we have the whole weekend ahead of us!" Norman said with a smile on his face.

"Can't wait, Mr. Osborn!" Liz replied, gathering her purse and throwing it over her shoulder.

"Any major plans this weekend?" Norman asked.

"Not unless Harry is hiding something from me, which it seems he has been doing all week! He's been dropping me hints to keep the weekend free . . ." Liz said.

"Believe me; I'm surprised he's kept it silent this long." His father spilled, "I'm sure you two will have a great time though." He said as he was about to walk through the front door.

"Oh, Liz, could you go into my office and grab the two letters on my desk, I completely spaced it." Norman said, remembering the two letters.

"Oh, sure." Liz said.

She walked into the office, closing the door behind her and walked over toward the desk. It was piled with several papers, but thankfully the two letters he was looking for were the open envelopes right in the middle of the desk. As she grabbed them though, she knocked over several papers as she turned around, even dropping the letters in the process.

"Damn!" She muttered under her breath.

As she quickly went behind his desk and picked up the papers, she noticed there was a small compartment under his desk that contained a folder. She reached out to it in curiosity, but as she came within two inches of it, she retreated. She knew if it was secret enough for Norman to keep hidden, than she would be in huge trouble if she saw it.

Liz prepared to stand up, but banged her head on the bottom of the desk with a large enough force to cause the compartment to open, and the folder to fall to the ground. She gasped as she once again, as she continued to pile up the papers. She had never felt so klutzy and nervous at the same time. After all, Norman only needed the two letters, and now she had spent at least a minute trying to organize his papers.

She fixed the papers back into the folder, but two things slipped out, a picture of Spider-Man fighting the infamous Green Goblin and a small paper. Liz's eyes widened as she saw this. She then heard Norman walking back toward the office. She fumbled together the folder, and quickly placed it back in the secret compartment. She shoved the photo and small paper in her back pocket, and grabbed the papers she spilled originally. As Norman walked into the office, he saw Liz placing the papers on the desk.

"Everything alright in here?" Norman asked her.

"Yes, yes, everything is fine, I just accidentally knocked over a few papers . . ." Liz rushed through her words.

"Oh, I see, you got the letters?" Norman asked, reaching out for them.

"Yes, yes, here, well I have to go." Liz said, walking by Norman, "See you tomorrow!"

"Yes, of course." Norman said, looking over the letters.

Liz quickly left the office almost trembling in fear. She loved working as Mr. Osborn's secretary, but she knew he wasn't to be messed with, especially when going through secret papers. She still went through the things she saw in her head including _Glider-Tech, Battle Suit, Fisk Enterprises_, and finally the pictures she kept in her pocket.

Norman looked at Liz befuddled as she left his office; he was almost convinced she was hiding something. He walked over to his desk to sort through the previously spilled papers. He looked at them with caution making sure that there was nothing of sorts that she could've seen that would hurt the company, or him. He looked up with a curious stare, but decided to call it a night. He turned the lights off, and closed the office door.

However, the slam was just hard enough to cause some vibrations through the room. In the folder, amidst the crumbled and mixed up papers, a loose papers sticking half way out the folder, fell through and floated onto the ground.

**Coffee Shop, 30 Minutes Later**

Liz sat down inside the coffee shop crouching over her latte, looking at the picture of Spider-Man and Green Goblin. She continued to go through the things she saw on the papers, and how it was all connected. She didn't have all the pieces, but she knew enough to know that Norman was obviously involved in things dealing with Spider-Man and the Green Goblin. Considering the date on the picture was around the time he ended up in the hospital, Liz was clearly worried what this would mean for her job at OsCorp and her relationship with the Osborn family, especially Harry.

As she looked over to the entrance, she saw that Gwen had arrived. She put the picture and small paper, which she had yet to look at into her purse, and stood up to give her best friend a hug.

"Gwen! I'm so glad we finally had time to talk! I've been wanting to hear about your trip!" Liz said with excitement.

"And I've been waiting to tell you about it!" Gwen responded as they sat back down at the table.

"So spill! How'd the job interview go?"

"Well the interview went great, I told him about what I'm doing here, school, job, all that. And then he asked for a couple of things I've done in small-time magazines and what not. Anyways, afterwards I actually bumped into an old friend at high school, Sally Avril. Do you remember her?"

"Oh yes! Sally, I've talked with her a few times."

"Anyway, we caught up over coffee, and she actually worked at the modeling company interested in me! So if they do officially want me than we will actually be working together!"

"That's great, Gwen! When are you expecting the call?" Liz asked.

"Sometime next week!"

"I hope you get the job! and I really mean that." Liz said, supporting her friend.

"Thank you, Liz." she said before ordering a coffee, "So, how were things here?"

"Pretty quiet, really, I know Harry's planning something for us over the weekend, but he has yet to tell me!" Liz said, brimming with excitement.

"Sounds exciting, you two are really getting along well."

"Oh, Gwen, he's so sweet! He makes me feel like twice the woman I ever felt I was with Flash. When I'm with Harry it's like my confidence rises to the max. I can't explain it any different than that. It's just wonderful." Liz said.

". . . and how's Peter?" Gwen reluctantly asked.

"I actually haven't seen much of Peter lately. It seems every time his classes are over at ESU, he books it."

"That's how it was today. He didn't even look my way in class." Gwen said.

Liz looked at Gwen, who was starting to drift her head downward.

"What about Thomas?"

"Thomas is great, Liz, but it's not the same. I feel like the only reason I'm with him is because I tried to get myself to move on. I think after what happened at the airport, and what happened today, it's clear he has permanently."

"What do you mean by permanently?" Liz asked.

"As in he might as well delete me from facebook type permanently." Gwen responded.

Liz tried to comfort her hurt friend. It has been clear to Liz for a long time that Gwen never actually got over Peter when he got together with Mary Jane, but to think that even with her new boyfriend Thomas, who she hasn't even introduced to their group, she still continues to mope over Peter; her feelings for Peter are stronger than Liz could've imagined.

**Midtown, That Night**

Peter and Mary Jane walked down the streets of Midtown after the movie. They held hands as they walked through the puddles of rain on the sidewalk.

"I must say that movie was amazing!" Mary Jane said, trying to bring some spark to the date that was pretty dull so far.

"I know, it was great!" Peter replied.

Mary Jane looked over at Peter who was staring into nothing.

"What is it?"

"What?" Peter replied.

"What is the matter with you? What happened to the good ol' Peter Parker I've been dating the past two months?" Mary Jane asked bluntly, "It's like you've lost all the will to have a good time."

"I'm sorry, Mary, I just have a lot on my mind." Peter said.

"Gwen . . ." She asked.

Peter didn't reply, he was ashamed to have another girl trapped in his head as he was on a date. Mary Jane stopped walking in place as Peter continued for a couple steps before stopping himself.

"Peter, I know this whole thing is just a complicated mess. But you can't be like this. I need you to be honest with me."

Peter stared at Mary Jane. She wasn't shy about wanting to get the truth out of him, it was part of what made her special, she was someone who could stand up for herself against another guy, it was also a pain when you had secrets.

"Do you love her?" Mary Jane asked.

Peter took a deep breath as he took in the question, but amongst all his thoughts, another one entered, this one was more urgent. This one was his spider-sense. Before he could answer or react. He was shoved onto the road by a thug. He landed in a puddle of water and dirt. He was so surprised and distracted; it took him a while to realize all that has happened.

The thug grabbed MJ by the arm, and with a gun in the other hand, began to pull her into the alley. She screamed for Peter as the thug began to hurt her arm.

"Mary Jane!" Peter yelled as he jumped up from the water.

"Don't follow! Or this bitch will get dropped now!" The thug screamed!

Peter watched as he dragged MJ into the darker parts of the alley. He knew what he had to do. He ran away around the side of the building. Mary Jane began crying as she watched Peter run away from her, and let her get attacked. The thug threw her up against the side of the building, and held her at gunpoint.

"You're a lot sexier than my last victim." He said ominously.

He grabbed her purse that was around her arm, and began to pull money from the front pocket. When he pocketed the twenty bucks that she did have, he gave her an evil grin and began to close in on her. He ripped the silver necklace from her neck, and she began to wrestle with him, throwing punches and screaming, but the thug had her in his grasp.

"Got anything in these pockets?" He said

He was about to search for more valuables, but before he got the chance, a shot of web stuck to his back.

"What the hell?" The thug cried.

"Hey! Hands off the lady!" Spider-Man said from atop a stairwell. It was dark so all the thug could see was the moonlight that shined off his eye lens.

"Spider-Man!" Mary Jane said in awe as the thug was pulled away from her.

"You!" The thug shouted out as he began firing at Spider-Man. The bullets hit nothing but metal bars and bricks, as Spider-Man leaped into the air, dodging them all with acrobatic stunts. He landed beside the thug, sucker punching him in the jaw. He felt a crack in the thug's jaw. He would usually pull his punches, but he messed with the wrong girl.

Blood was dripping from the thug's mouth as he was hunched over, practically defeated, he began to run out of the alley. But Spider-Man shot two lines of web on the two buildings, and launched into the man's back feet first, knocking him out on the sidewalks.

Spider-Man then tied him up in webbing, and hung him over the light post for the cops to handle when they arrived. Spider-Man looked back into the alley where Mary Jane sat on the ground, retrieving her necklace, money, and purse.

"Are you okay?" Spider-Man asked.

"I-I . . . I think so." She said, trembling.

"Listen, these streets are dangerous at night. Would you . . . like me to take you home?" Spider-Man asked.

Mary Jane looked around the corner for Peter. She was still in shock about all that had happened, but managed to keep her cool.

"Yes . . ." She said with a tear in her eye, "I live just a few blocks away."

Spider-Man wiped the tear from her face, and picked her up. Mary Jane wrapped her arms around the hero tightly and Spider-Man web-swung Mary Jane home.

**Octavius's Old Home**

The several escapees lounged around the old house of Otto Octavius. The group of prisoners were fueled and ready to seek revenge on those who had wronged them. They were all in full uniform, except for Electro who kept in his electrified form, and with Doctor Octopus ready to take the lead, they knew nothing would get in their way.

Shocker and Kraven sat on the couch inside the house, Mysterio and Electro stood at the bar in the kitchen, and Vulture was helping reattach the arms to Doctor Octopus's harness.

"I find the visual of Vulture attaching mechanical tentacles to the back of Doctor Octavius very weird." Herman said.

"Oh stop the childish banter." Kraven muttered, "Come, doctor, tell us what you plan to do."

"Well, I'm sure you all know of the astronaut, John Jameson." Otto began, "He is the son of Daily Bugle Publisher Jonah Jameson. Now, John has just returned from a mission, and The Bugle is hosting a return party for all of the astronauts."

"And why should any of this matter to us?" Mysterio said, adjusting the bowl on his head.

"The Daily Bugle is notorious for getting top-notch pictures of Spider-Man." Octopus said, picking up the newspaper on the table with one of his attached arms.

No other newspaper or online source can get this type of footage, only one person as been able to . . .

"Who?" Shocker asked.

"Peter Parker." Ock said. As he named him, Electro shifted, unnoticed to everyone else.

"So we grab the kid, and force him to lead us to Spider-Man?" Kraven asked Octopus.

"Precisely, it's obvious that he is in contact with him, otherwise, how is this one kid the only one able to get pictures of him." Ock replied.

". . . And in such unique angles." Shocker added

"Get ready boys, it seems we have a party to crash!" Vulture said sadistically.

"And as the Sinister Six . . . Spider-Man won't stand a chance!" Mysterio claimed.

**Next Chapter: The Edge of Darkness, Part 2**


	24. Chapter 24: The Edge of Darkness, Part 2

**The Marvelous Spider-Man**

**Chapter 24 – "The Edge of Darkness, Part 2"**

**Previously . . .**

With the help of Fancy Dan and the Beetle, Doctor Octopus leads Vulture, Shocker, Mysterio, Kraven, Electro, and a mystery prisoner to freedom during a transfer to the Vault, of which only one truck actually made it. Now, Doc Ock is ready to set the next phase in his plan in motion with an attack on the welcoming party for John Jameson and his fellow astronauts.

Meanwhile, Gwen has returned from L.A., still awaiting to hear about her job offer and confesses to Liz that her relationship with Thomas is nothing like it should be, nor has she fully gotten over Peter. In fact, it's getting harder for her to handle. However, Liz has her own problems when she accidentally comes upon a secret stash of files of Norman's dealing with the Green Goblin.

While having difficulties dealing with his broken friendship with Gwen, he is also forced to run away from Mary Jane during a mugging in order to change into Spider-Man, unknown to Mary Jane, who feels Peter ditched her.

**Ballroom – John Jameson's Welcome Home Party**

Jonah Jameson had been planning this party for months now. He and Robbie had scheduled caterers, musicians, and with the mission to Asteroid M a success, John Jameson and his crew returned to show off what they had recovered. It was something Peter Parker was definitely interested in as the nerd in him was beaming with excitement. Although Mary Jane wasn't as equally enthused by all this, Peter was just glad she was willing to come with him.

After the mugger attacked Mary Jane the night before, Peter ran away, unbeknownst to Mary Jane, to change into Spider-Man and save her life. Although it took numerous phone calls and a couple lengthy text messages explaining how he went to find a cop or at least call 9-1-1, Mary Jane finally decided to come as his date. Although she was still a little shaky in trusting him after last night, Peter knew he had to find a way to make it up to her . . . even though by saving her he did, she would never know it was Peter who did it.

Mary Jane had her arm hooked around Peter's as they looked over the several space rocks and substances the astronauts found on the wandering asteroid. After being displayed today they were going to be studied by some of the top scientists in the world. Some were even going to be shipped down to Florida to be studied by Dr. Curt Connors.

"This is amazing. Mary Jane look at this, the rock is huge, and because it's hollow, it probably weighs like five pounds! And this was on the asteroid!" Peter said, brimming with excitement.

Mary Jane wasn't as interested in rocks, but was more into the strange substance at the end of the table. Inside the thick glass box was a rich, black ooze. It had a blue glow to it in the light. It looked like a puddle of oil, but anyone who examined it knows it was thicker than oil.

"Peter, look at that!" Mary Jane said, pointing at the ooze.

"Yeah, I wonder what that is? Could it be like a liquid source from the rock?" Peter guessed.

"The rock bleeds black?" MJ asked.

"Hey, the universe is of unlimited size, somewhere out there, there has to be a planet with black water." Peter joked, "It is very interesting though." He added, leaning in for a closer look.

"Parker!" a voice shouted from behind him. Mary Jane unhooked her arm as she turned along with Peter.

"Eddie?" Peter said as Eddie Brock closed in on him.

"I can't believe you stole my article!" He shouted, pushing him back against the table.

"Stole? What are you talking about?" Peter asked, trying to gain a little separation from the heated reporter

"The Hunter article! I was working on that from the very beginning, and you come along and take it! I'm the writer here, you take the pictures, and I'll tell the stories! Got it?" Eddie said.

"You got it all wrong, Eddie, Robbie wanted to make sure that my first . . ." Peter began before being interrupted.

"Cut the crap!" He shouted loud enough that If it wasn't for the loud music and hundreds of people, they would be the center of attention

"Chill out!" Peter yelled back.

"Your gonna cost me my job if you keep pulling stunts like that! And tell your so called hero to shove off! I don't need him getting in my way!" He said as he pushed Peter against the table and walked away.

Mary Jane watched as the table was bumped. She watched the ooze freak out in a quick jump. She gasped at what she saw.

"Peter!" Mary Jane said.

"Its okay, MJ, he's gone now . . ." Peter said.

"No, the black stuff!" Mary Jane said loudly, "It moved! When you bumped it!"

"Well, of course it moved, MJ, It's a liquid, if I hit a glass of water . . ." Peter began to explain, before being cut off once again.

"No, Peter, I mean, it moved by itself! I know it did! It was as if it was alive!" Mary Jane said.

Peter looked to his right, then his left, before he bumped the table with his hands. When nothing happened, he bumped it again. The black ooze never moved, but stayed in its still position.

"I swear it happened, Peter!" Mary Jane said as she watched nothing happen.

"No, I think you're right . . ." Peter responded.

"What? But it didn't move when you bumped it." Mary Jane said.

"Exactly . . ." Peter said, continuingly focusing on the black goop.

Finally something stirred his attention away from the specimen and toward the stage that was set up. J. Jonah Jameson walked up holding a glass of wine in his hand.

"Thank you all for coming to the welcoming party for my son, John Jameson!" Jonah announced, praising his son, "and of course his other astronaut friends." He added, "Please take time to enjoy the wonderful 5 star course prepared by our caterers, paid for by the Bugle itself! And without further ado, our main event of the night . . ."

But before Jameson could announce the next musician to take the stage, a large window opposite the stage was shattered, and the cause of it was no one else but, the Adrian Toomes.

" . . . Vulture!" Adrian shouted, finishing Jameson's announcement.

The crowd shuffled and panicked at the appearance of the green and black winged villain. Jameson was outraged, and Peter was confused.

_Vulture! What is he doing here? _Peter thought as he began to take Mary Jane to safety.

"What do you think you're doing? You're ruining . . ." Jameson began, but what quickly interrupted by three blades that Vulture shot from his wings. He was forced to dive off the stage, and into a table of food.

"Careful, Jameson! You don't want to irritate this old bird." Vulture threatened, "Now, where is Peter Parker?"

Mary Jane was shocked when she heard the villain yell out for Peter's name, but when she turned to ask him for what reason. She was shocked to find that Peter was nowhere nearby.

"Peter? Where are you?" Mary Jane shouted amongst the crowd.

Vulture scurried among the crowd, flying above them all, searching for Peter, but was quickly caught off guard by two shots of web bullets that hit his side.

"Spider-Man! Well isn't this a pleasant surprise." Vulture said, switching his path of flight.

"Wish I could say the same for you . . ." Spider-Man said as he landed on one of the dinner tables, "Everyone needs to clear out!"

The crowd of people began rushing for the staircase when they were suddenly forced back by another villain who entered.

"Sorry, this exit's closed . . ." Shocker said, blocking the exit from the people.

"Shocker? Man, you guys really must've hated that prison." Spider-Man said as he watched Shocker force back a group of people to the side of the building.

"Could've used a change of sheets every once in a while." Shocker said as he closed in on Spider-Man slowly.

"Gotta say, I'm a little surprised to see you hanging around with old feathers over here." Spider-Man mocked as he gestured toward Vulture.

"You should even be more surprised he's with me." A voice from behind Spider-Man said. Suddenly in a cloud of smoke, Mysterio appeared out of nowhere, "You have to realize some differences just can't be worked out." Mysterio said, implying his common fights with Shocker.

"Beck!" Spider-Man shouted in surprise

"And believe me, there's more to come . . ." Mysterio replied.

Spider-Man turned to face Vulture who stood in the middle of an open room, due to the crowd being pushed to the sides and corner of the room. When jumping through two windows were Electro and Kraven. They both landed near Vulture, and could see Spider-Man slowly start to worry.

Suddenly, the room began to shake. As is someone was climbing up the side of the building they were hosting the party on. Spider-Man knew something even worse was to come. Scorpion? Lizard? Who would be next to crash the party? It was none other than the leader of the group, Doctor Octopus. Using his strong claws, he climbed through the open hole in the wall which was caused due to Vulture's entrance. He stood on all four metallic tentacles, and with a stronger pose and demeanor than the last time Spider-Man saw him.

"Good Evening, Spider-Man." Doctor Octopus said ominously.

"Dr. Octopus . . . putting together a boy band?" Spider-Man asked.

"You must understand how much of a pleasure it is to see you here. Saves us the trouble of having to beat the information out of the Parker kid."

"Anything to help." Spider-Man replied.

"Now . . . shall we get down to business?" Ock said as he and the rest of the Sinister Six closed in on Spider-Man, who crouched down in a defensive position, preparing for any attack.

Ock began the attack by sending his two upper arms in the direction of Spider-Man. He dodged the attacks, focusing on each arm as it swept by Spider-Man multiple times. It wasn't until a stream of lightning came flying toward the hero that he was finally hit.

"Ahhh!" Spider-Man screamed as he went flying into the stage from the hit, "I forgot how much that hurt . . ."

"And this is just the beginning." Shocker said as he approached the downed web-slinger. As he prepared for a close range shockwave attack, Spider-Man kicked his gauntlet away to shoot another direction. and then using his other leg, he swept the legs of Shocker, knocking him to the floor. It wasn't that easy though. The random blast of shockwave caused the wall above a crowd of people to start to crumble.

Several people started to run as pieces of debris began to fall from the walls. Spider-Man shot a wide web to catch the falling debris, or at least slow it down for people to get out of the way. The villains took advantage of his heroic acts though.

Octavius' claws went straight for the face, grabbing him, and raising him into the air, Spider-Man struggled to release the doctor's grasp on him while Vulture shot several blades in his direction. Using his spider-sense, he dodged two of the blades by adjusting his body, but one of them deflected off of Ock's arm, and flew just by Spider-Man, causing a large rip to appear across his chest

To escape his grasp, Spider-Man shot two web bullets in the direction of Octavius, hoping it would cause some distraction. In the corner of his eye, he saw a large stereo. He shot two web lines, and with all his arm strength, he pulled it toward Octavius, who had to release his grasp on Spider-Man in order to block the stereo, which exploded on impact with Ock's metallic tentacles.

As Spider-Man fell to the ground, he was met with a blast from Mysterio, which was more than real. Spider-Man went flying against the corner of the room, where he landed next to Jameson.

"You blasted web-head! This is no time to rest!" Jameson shouted.

"Oh so, now you're rooting for me?" Spider-Man commented, before dodging another round of laser blasts from Mysterio. Suddenly, Kraven lunged in for the attack up close. Spider-Man was so focused on Mysterio; he couldn't react to Kraven in time. He was tackled and they skidded across the wood floors.

"Kraven! You don't seem to be the type to team up!"

"Even the greatest of hunters hunt in packs!" Kraven retorted.

As Spider-Man was pinned to the ground, he could see Vulture and Electro coming in from both sides. He knew he had to make this count. He shot a web blast into the eyes of Kraven, causing him to lose his grip on Spider-Man. The web-slinger kicked him up into the air, causing Vulture to reroute his plan of attack. Electro, however, kept up the charge. Spider-Man dodged a couple more ranged attacks that stirred up again, and swung out of the way of Electro's attack.

"This is ridiculous! I can't find an opening" Spider-Man thought to himself as the continuous onslaught bore down on him; he jumped back over to the stage where Shocker was ready for another round.

"Ready for round 3, bug-boy?" Shocker said as Spider-Man landed on the stage.

"I'm not sure this should count against our record, after all . . ." Spider-Man was interrupted by having to dodge another electric attack from Electro, "It's 6 against 1 . . . hardly fair for you."

Shocker lunged for a punch, charged with a shockwave, Spider-Man leaned to the left, and then the right as Shocker continued his punch attacks, and finally he was able to use Electro's assault to his advantage. He blocked an uppercut, and landed one of his one, sending Shocker airborne, He web pulled him back, and used him as a shield against Electro, who finally landed one of his attacks, only it was on Shocker.

Shocker yelled in pain as electric jolts were sent through his body. Spider-Man jumped out from behind as Shocker fell to the ground.

"F*$%#)* Web-Creep!" Electro cursed.

"Hey now, there's no need for that kind of language . . ." Spider-Man said as he swung around the five villains, staying near the corner of the room outskirts of the room.

"The Man-Spider still has the mouth on him . . ." Kraven muttered.

"Of course, it's part of my job description." Spider-Man said as he stuck onto the wall

Kraven grabbed two boomerangs from his side, and threw them toward the wall-crawler. Spider-Man jumped off the wall, and toward the five of the villains as the boomerangs flew past him. In the process, Vulture charged in with a flight attack. Spider-Man knew he either had to get hit by Vulture or by the returning boomerangs.

He shot a web at Vulture's chest while he was falling to the ground, and began to ride him, but one of the boomerang's cut of the web that attached him, while the other one hit right in the gut of Spider-Man, sending him flying to the ground. With the strength of a lion, Kraven was able to put a ton of power in his throws.

Spider-Man quickly recovered from his hit, but it wasn't long before he was hit with several attacks. A large smoke bomb from Mysterio blinded Spider-Man quickly; out of the smoke bombs came flying four smaller bombs, which exploded with force larger than its size. The force sent Spider-Man into the air again where he was met with blasts by Electro. His suit now contained several holes and gashes as he fell onto the table of exhibits. The large glass box, as well as a few space rocks were shattered and destroyed.

"The exhibit!" John shouted, realizing that months of exploring and discovering were wasted away in two seconds.

Spider-Man began to rub his head, which was pounding, but the Sinister Six didn't let up. Vulture swooped in and landed a punch to the face, and quickly after, Kraven picked him up and launched him over his head, where he tumbled onto the stage again. He looked up in pain to find that Shocker stood above him.

"Oh, this is gonna hurt . . ." Spider-Man said as Shocker sent a close range shockwave into the back of Spider-Man, which was covered in the black liquid. The hero was too injured to move quickly enough. The blast sent him through the wood and under the stage.

Electro flew over to the stage next to Shocker, where both of them began sending blasts through the floor of the stage, no one knew if Spider-Man was still conscious, or even alive for that matter. Especially after the beating he took and the onslaught Shocker and Electro were sending through the stage.

John Jameson had seen enough though. He was livid at what happened to his exhibit and he couldn't believe how everyone was content with sitting back and watching Spider-Man lose the fight. He ran out of the corner and near the stage.

"Stop this!" John shouted.

"Johnny, what the hell are you doing?" Jonah screamed.

Electro turned, and without any hesitance, shot a large bolt of electricity into John Jameson. The sparks caused an explosion that sent John Jameson flying backwards into the wall. The blast was so hard, a large crack was apparent on the wall.

"JOHN!" Jonah exclaimed, running over to his son.

"Enough!" Doctor Octopus shouted, raising his hand.

"We can't take any chances." Shocker said, releasing the power to his shock gloves.

Doc Ock walked over to the stage, and with his four mechanical arms, he lifted up the stage, breaking the attachment it had to the ground, but he was surprised to find nothing but a broken ventilation cover, and an open vent.

"Blast! He is escaped through the vents!" Doc Ock shouted angrily. He turned to the citizens who were trembling in fear while his arms dropped the stage, causing a loud crashing noise.

"We apologize for the inconvenience, please, enjoy the rest of your evening." Doctor Octopus said with a smile as he prepared to exit the way he came in, "Gentlemen, fall back."

A ballroom that was once decorated beautifully for the return of the astronauts was broken. Curtains were ripped, windows were shattered, walls were cracked, and the stage was destroyed. The citizens were distraught at what they saw, and Jonah Jameson was feeling a mixture of emotions. He was livid that Spider-Man and the Sinister Six had crashed the one big event for his family, but at the same time was worried for his son, who took quite an attack from Electro.

Meanwhile, Mary Jane continued to search for Peter, who had yet to be seen. She was beginning to worry about him, especially since the Six were looking for him, but part of her was more upset that this disappearing act was becoming more frequent, especially when she needed him most.

Meanwhile, deep in the ventilation system, Peter sat in his destroyed suit. He removed his mask to show his face was covered in bruises and cuts. His right eye was black and his lip was bleeding.

_Aw, man, I'm beat . . . I don't understand how so many bad guys could escape prison at one time, and most of all how did they all get together? Obviously they wanted Peter Parker to get to Spider-Man. But still, that means all my friends, my family . . . they're all in danger. If they find out where I live . . . where I go to school . . . I can't even imagine._

_I have to stop them as quickly as possible . . . ugh but not tonight . . . I can barely move, and I can't go back out looking like this. It's not hard to put two and two together. Heck, I might as well kiss my relationship with MJ goodbye after leaving her again. Sometimes I think it'd be so much easier just to tell her, but that would just be putter her in more danger. I have to go home and rest, and then find a way to stop the Doc and his five patients . . ._

**Manhattan General Hospital, Later that Night**

J. Jonah Jameson sat inside the waiting room of Manhattan General. His son John took quite an attack from Electro after he tried to stop them from attacking Spider-Man. Jonah was distraught after all that happened tonight. The party that he had spent months planning was ruined within an hour all thanks to Spider-Man, at least in Jonah's eyes.

_Spider-Man was the reason that the villains broke into the ballroom, and then he shows up out of the blue to fight them. It's as if it was all planned. All planned to ruin the night for my son. I swear if I ever get my hands on that wall-crawling crook . . ._

Jameson's thought process was interrupted by the appearance by Dr. Bromwell.

"Your son will be fine, he took a big blast to the chest, but after a few days of rest, he should be back to normal, you can come see him now." The good doctor said.

Jonah quickly jumped up from his seat, urgent to see his son. Dr. Bromwell showed Jonah the room and when they finally arrived, he quickly stepped into John's room. Just seeing him hooked up to machines was a sight he hated to see. After losing his first wife, this was a situation he could hardly bear seeing his son in.

"Son!" Jonah said.

"I'm alright, dad . . . just a little shocked." John said, showing off some humor.

"This is no time to joke son! Everything . . . is destroyed!" Jonah said, his voice hesitating.

"I realize that dad, and that's why I was angry . . ."

"You have every right to be, son, after what Spider-Man did . . ."

" No, dad, I mean, I'm not anymore . . . everything the team and I had worked for on that mission, I couldn't bear to see it all destroyed in just a few seconds. But after sitting in this hospital, I realized that the important thing is that we're all safe. We're alive. It's not often six maniacs enter a room, and we all come out alive . . . if it wasn't for Spider-Man . . ."

". . . None of this would've happened! And to think I was finally starting to warm up to that web-creep. He's just as bad as I thought. I just want you to know we have people collecting as many pieces of the exhibit as they can . . . it may not be in one piece, but maybe we can still find a victory in this . . ."

"We didn't lose, Pop, sure, things didn't go as we planned, but these things happen!"

"They shouldn't! Spider-Man has brought enough disaster to this city . . . and it's time I finally step it up, because now it's personal." Jonah stood up, preparing to head out on a mission, "I just want you to know I'll make Spider-Man pay for this . . . him and all the other creeps that ruined this . . . I promise you son, and I won't let them get away with this."

Jonah left the hospital, not waiting for a response from his son. John couldn't believe how much stress he put on himself. He understood why he was upset, but the sad thing is with him running a newspaper, he had power in his hands to actually do something about it, but John was worried he would let his anger get the best of him, as he did at the ballroom.

**Parker Household**

Peter limped into his home late at night. His Aunt May was already in bed. It had been awhile since he actually saw her other than in the mornings. But tonight couldn't be an exception with the way he looked. After the five minutes it took him to get up to his room, he ripped off his suit, not caring to remove his destroyed Spider-Man uniform. Too lazy to close the open window, he fell down face first onto the bed, and closed his eyes.

Not only was he battered, bruised, and beaten, for the first time as Spider-Man, he was basically defeated. He knew he was outnumbered. Speaking realistically, how was he supposed to take down six villains that were hard enough to defeat single-handedly. Not to mention the fact they were led by Doctor Octopus.

Peter didn't really want to dwell on that though. He didn't want to dwell on anything. He wanted to just forget all about all that had happened lately and just rest.

As the hours past, Peter was now fully asleep for a while now. Unknown to him, the mysterious black ooze that was exhibited at the ballroom was stained on his back after his battle with the Sinister Six. This "ooze" that they called it was more than just a mud stain. It was an alien life form collected from the asteroid, and it had Peter in its sight.

Once it knew that Peter was asleep, it began to make its move. It slowly expanded, stretching across his whole back. As he grew, it began to form to his Spider-Man costume. The red spider that was on his back had turned a full white, and as the alien stretched around Peter's side, the legs of the spider did as well, soon connecting to the spider on his chest. As the black alien stretched across his arms and legs, it formed into a costume of its own, a black suit of sorts. Soon the alien had covered the entire body of Peter Parker, and finally crawled up the side of his face, where it created a mask similar to Spider-Man's, only the eyes were more angled and thinner. Within seconds, the alien had covered Peter from head to toe, forming a new black suit for the Marvelous Spider-Man.

**Next Morning**

Peter opened his eyes suddenly as he heard a knock on the door.

"Peter? Are you up?" Aunt May said.

Peter sat up quickly as he realized he was still in his Spider-Man costume, it was took him slightly longer to realize it wasn't his costume, but that wasn't his first concern at the moment. His aunt was beginning to turn the handle to his door.

Spider-Man quickly leapt off the bed, and out the bedroom window that was open. He landed halfway across the street, while Aunt May opened the door, finding nothing but clothes on the floor, and a messed up bed.

"I guess he already left for work this morning . . ."

Meanwhile, Spider-Man was shocked realized he was standing in the open, the middle of the neighborhood. However, he was more shocked he made it halfway across the street just from jumping out his bedroom window. He had upgraded hops from the spider bite, but never would he have been able to make that leap. He quickly got out of sight though, running around the back of his Aunt's house.

"I can't believe I did that . . ." Peter said as he hid behind a large bush, and examined his new costume.

_Let's see, I'm standing outside my house wearing a costume I've never seen before, I just leapt twice the distance I would normally be able to, and all my pain from last night is gone, if anything, I feel better! I don't understand . . ._

Peter tried to remove his mask, but as he did, the alien slithered off his head, and down to his neck, revealing all the cuts and bruises were gone.

"The heck? This suit is alive!" Spider-Man said as he began pulling at the arms, realizing that it just stretched as far as he could pull it. It wasn't coming off.

"I have to get this thing off . . ." He said, continually stretching the strange fabric that was now covering his body.

Something stopped him though; it was the sounds of an ambulance in the distance. There was never much activity in Queens, but then again he lived in a small neighborhood.

"Guess you'll have to wait, crazy costume" Spider-Man said to himself as he used his upgraded hops to leap the entire house. He shot two web lines, which he didn't notice were colored jet black, and attached them to the next door roof. He then launched himself across the neighborhood, following the direction of an ambulance to start an early morning.

The ambulance was heading toward a large smoke screen that covered a small house on the other side of Queens. A fire had broken out in a small two story house. A fire truck was spraying water into the house, while several people stood outside and watched.

The new black-suited Spider-Man landed on the fire truck, causing a stir among the firemen around the truck.

"Spider-Man?"

"Is that you?"

"What are you?"

"Yeah, I know, other costumes at the cleaners . . ." He said jumping down to the firemen's level, "Is there anybody still inside?"

"We have two firemen in there searching for a little girl!" A fireman filled in Spider-Man.

"Stay back, and keep the water coming." Spider-Man said as he kicked down the front door to the house. His black suit then disappeared in the dark smoke.

Spider-Man looked around the house as flames consumed the walls and ceiling. Spider-Man could feel his suit starting to shift uncomfortably as he stood in the heat, but he continued on with his duty. He shouted aloud, hoping to hear someone shouting, but another thing he noticed was that the smoke was not affecting him at all. It was as if his mask was blocking out the unclean air. He didn't understand it, but Spider-Man didn't have time to question it. The house was slowly falling apart and there were three people somewhere in here.

Using his spider-sense, he scanned the area hard for the slightest noise. He heard a couple people shouting on the first floor, and also one on the second floor, which due to the higher pitch was most likely the little girl.

He ran around the kitchen and into the living room. The furniture was covered in fire and it was spreading quickly. The dark-suited swinger leapt into the hallway where a large amount of debris stood in his way due to the collapsed ceiling. He knew that the firemen must've been trapped.

He used his spider-strength to lift up the edge of the burning debris. To his surprise though, he lifted up the whole thing right away, only using his arms. The trapped firemen were shocked to see him, his new costume, and how much debris he was holding up, but they knew they had to quickly escape the house before it came down on them.

"Thank you, Spider-Man." One fireman said as he escaped under, holding his injured friend.

"Hurry!" Spider-Man rushed him, as the debris was getting harder and harder to hold up . . . something he didn't understand. He felt his arms starting to tremble, he also noticed as the fire began to spread among the debris, his costume began to shiver. It was obviously losing the strength that it was giving Spider-Man due to the heat.

After the firemen escaped, Spider-Man dropped the debris, and jumped up into the second floor, which was open due to the collapsed ceiling. He scanned the rooms as much as his powers would let him, listening for the noise he heard earlier, but this time he couldn't find it. He knew he couldn't be too late though.

Spider-Man punched through every door, knocking them down one by one as he walked down the hallway. The quick wind from the door caused the fire to quickly grow throughout each room. Meaning every knockdown was giving him less and less time to find the girl. Finally he reached the end of the hall. He knocked down the last door where a cloud of black smoke met his face.

Unaffected, he scanned through the area, and found a small girl, about seven years old, trapped under a small piece of wood.

Spider-Man quickly took the girl in his grasp, but as he turned to run back down the hallway, the roof completely collapsed, blocking the hero's only exit.

"Damn . . ."

He turned back into the room. There was only one exit – the window. It was covered with fire, but it was his only option before he and the girl was burned to death. He shielded the girl as much as he could, and ran full speed into the window. He broke through it easily, the glass shattered, and Spider-Man fell down onto the grass below. Parts of his costume were on fire, and strangely enough, it was like small tentacles were stretching out from the suit. The suit was hurt, and Peter knew it . . . he could hear it scream.

"That noise, that screaming. My head . . . It hurts . . . The fire . . . it's hurting the suit. It really is alive!"

Meanwhile, the fireman, as well as the parents noticed the disturbance from the other side of the house, and ran toward the downed hero.

Spider-Man was rolling on the ground a good majority of his suit was now burnt away from the fire, but once he was completely put out, he stood up, and around his arms, in a black cocoon-like structure was the little girl. The black ooze had created a protective shell for the small girl to protect her from the fire, glass, and the fall.

"My baby!" The mother said, quickly grabbing her from Spider-Man.

"She's alright . . ." Spider-Man said as the cocoon retracted back into the suit. It was then he realized that his entire suit was healing itself. The rips, the burns, were all connecting back together. Within seconds, his costume was just as perfect as it was before he went into the fire.

"God bless you, Spider-Man." The mother gratefully said.

How can we ever repay you?" The father added, as he hugged his little girl along with the mother

_Repay me? I've never had anyone want to repay me for my deeds. But I mean, I did just save their daughter . . . They do owe me . . ._

"No I couldn't . . ." Spider-Man said, about to swing away.

"Spider-Man . . . please." the father said, reaching out to the hero, "I know you're not . . . appreciated . . . like you'd want to be. I want to make it up to you."

Spider-Man thought about it for a few minutes, wondering if maybe this man was thinking about paying him, "What did you have in mind?"

"Well, let's just say as an inside reporter for the Daily Globe, I have my resources. Next time you're in the city, you should drop by, just ask for Rick Jones"

"Maybe I'll take you up on that . . ." Spider-Man said as he swung off into the distance.

After he left, Rick Jones turned around to hug his daughter when a fireman walked up to him.

"Sir, how did this fire start? I mean, it's massive." He asked.

Rick looked at his wife, "Um, stove . . . she left something on the stove." He said, rushing his words.

"It's true . . ." His wife agreed hesitantly.

**Watson Residence, Later that Day**

Mary Jane sat on the couch curled up in a blanket. She had a cup of cold coffee on the table that she had barely touched. Things were starting to fall apart for her and she didn't know how to handle it. Just two nights ago, she was left behind by Peter when a mugger had attacked her, if it wasn't for a miracle appearance by Spider-Man, who knows what would have transpired.

Then last night he was sought out by a group of super villains, he disappeared, and wasn't to be seen for the rest of the night. He hadn't returned Mary Jane's calls and he was supposed to be here soon for the meeting with her father, which she was also stressed about. Part of her was very worried Peter was in trouble, but another part of her wondered if this was him just ditching her again. Maybe even to see Gwen. Needless to say, there were a lot of things going on in her head, and nothing seemed right.

Her Aunt Anna appeared from the kitchen, hoping to cheer her up.

"I'm sure Peter will be here, today, Mary Jane." She said.

"I don't know, Aunt Anna . . . he's been acting strange lately . . . and now, I don't know what to believe. Our relationship was going so well, but the past week . . . it's difficult."

"Relationships all go through their rough patches."

"But what if you can't work through them?" MJ asked.

"Well . . ." Her aunt began to say.

"Exactly . . . and things were going so perfect . . . I felt it, he felt it . . . we felt it . . . and then . . ."

"And then what?"

" . . . and then . . ." Mary Jane began, but was quickly cut off by the sound of a doorbell.

"That must be Peter." Aunt Anna said.

"I'll get it . . ." MJ said with a low tone in her voice.

She stood up from the couch and left the blanket behind. She quickly fixed up her hair to show she wasn't a total wreck, and then cleared her throat, preparing to show a happy face for Peter, even though it wasn't what she was feeling, they would talk about it later for sure.

She opened the door, and the smile faded away. Standing there was a middle-aged man with a full beard and moustache. He stood at normal height, and wore a nice brown sport jacket.

"Mary Jane?" The man asked.

" . . . Dad." Mary Jane muttered, in shock of seeing her father for the first time in years.

**Daily Bugle**

The Bugle had been quite a mess throughout this whole ordeal. Jonah Jameson had gone ballistic against Spider-Man and the Sinister Six. He had every reporter on the floor writing an article against Spider-Man, and was screaming non-stop at everyone. Good ol' Jonah had made a return.

"Leeds, get off your ass and get page 6 ready for the press! Betty, I said no sugar, and lemon filled donut, not strawberry! Foswell, I asked for the stock articles five minutes ago!"

The whole office was a mess; Eddie Brock was hiding in his corner cubicle, trying to avoid eye contact with Jonah. He had already had enough on his plate; he didn't need to get yelled at again. Soon enough, He would be leaving with the beautiful Felicia Hardy, who said she had a scoop for him. Things between him and Felicia were a little sour after the dinner. Especially the way Brock handled himself, but he knew she'd warm back up, and now she had the story that would get him back on top, especially after Peter "stole" the article from Eddie.

Not long, later, Peter walked into the Bugle, which is exactly what Eddie needed. He held papers in one hand and photos in another.

"PETER! I'll give you 5 seconds and show me pictures of the ballroom fiasco last night!" Jameson barked

"Calm down, happy-slappy, I got the pictures right here, and something better! Pictures of Spider-Man at a burning house, wearing a spiffy new costume.

J.J. glanced at the photos he was showing him, but quickly dismissed them, "Boring!" He said as he looked over the photos of the ballroom.

"But J.J., Spidey . . ." Peter started.

"Is a menace! And the new black threads just help prove my point! If it wasn't for him the whole thing wouldn't have been a bust!

"Um, Spider-Man saved those people at the ballroom!"

"Tell that to my injured son!"

"It's not my fault he was stupid enough to try to attack one of the Six." Peter returned.

"Why you . . . pretentious . . ." J.J. grimaced, and stomped away in anger.

"What? No jolly comeback?" Peter mocked as Jameson slammed the door to his office.

His argument with Jonah was short-lived, unlike most, but Peter had more important things to do. For one he was turning in his very first Daily Bugle article to go along with his pictures.

"Here you go Mr. Robertson. Peter Parker's first article!" Peter said.

"Great! I'll have Eddie look it over and edit it."

"What?"

"Well, he is one of our top reporters and he's definitely the one to edit it."

"How much is he allowed to change?"

But before Robbie could answer, Eddie was right there to interrupt and pick up the article, "Well anything I feel necessary to, Parker." Eddie said with a large grin, "I think it's time the professionals handle it from here."

Peter clinched his fist and shot him an angry look, but responded with nothing as Eddie began to walk away, but Robbie reached out to him again, "Oh, Eddie . . ."

"Yeah?"

"I want you to handle another story that has just come up."

"What is it?" Eddie asked, while Peter just turned to lean against a cubicle, still angry at Eddie.

"It has to do with last night's altercation. You see, after everything calmed down, Jonah had people gather what they could from the exhibit last night. Of course, after what happened, not much is in one piece, but one thing was missing . . . and you're not going to believe what it was."

Eddie was intrigued, as well as Peter, "What is it?"

"An alien life form." Robbie answered.

Eddie just laughed while Peter took it more seriously.

"I'm not kidding, Eddie, It was a black ooze that they recovered from the space rock. One of the astronauts told me that it was to be flown down to Florida to be studied further, but from what they could make it, it was a sentient creature."

"A black ooze? So you're saying this thing looked like an oil stain?" Eddie replied.

"Basically, yes . . . it either escaped after the fight, or it was stolen, but I want you to look further into it."

"Will do." Eddie said, "after I EDIT Parker's article." He said turning over to where Peter was, but he was gone. Eddie looked back at Robbie who was giving him a stern look for rubbing it in to Peter.

"Get to work." Robbie said bluntly.

**Bugle Rooftops**

Peter stood atop the Daily Bugle looking over the city of New York. He wore his new black costume that he had awakened to this morning. Although he had short time to really examine the suit before realizing that he only made him faster, stronger, and even protecting him the harmful smoke in the fire, his questions were pretty much answered after Robbie's story.

Spider-Man looked at his hands, covered in the black alien, "So, you . . . you're an alien . . . you really are alive. You have thoughts, you have feelings . . . and you scream like hell when you're on fire."

Spider-Man felt a little off having a living creature covering his entire body. It was even more awkward when he felt it communicating with him through his thoughts. It was an alien, it didn't know the English language, but somehow, Peter could understand it.

_**We are alive . . .**_

"And you've chosen me . . ."

_**We can help us. We have given us great power, this is a gift.**_

"You're an interesting creature . . . hell; you're going to save me a fortune on webbing."

_**Just one of our many blessings**_

Spider-Man smiled under his mask. It was obvious he had been given a great opportunity. Not only was he one of the first people in the world to come across an actual living alien being, it was actually improving his spider powers. With this power, no one could stop him, maybe not even the newly formed Sinister Six.

**Coney Island**

Harry had been planning this for about two weeks now. A whole day spent with his girlfriend, Liz. She and him got along so well, it was almost astonishing that it didn't happen earlier, but once Harry had opened up to her, and her to him, it was an immediate connection, and he couldn't be happier. Liz normally felt the same way, but the last couple days, things have been a little crazy for Liz.

She had unintentionally discovered a few demons from Norman Osborn's past that dealt with Toomes, Goblin, and Spider-Man. After Toomes had lost his business to Norman about a year ago, he had been filled with anger and vengeance, so in return, Toomes became the Vulture, and using stolen OsCorp technology, planned to sabotage his business and take back what was rightfully his.

In retaliation, and unknown to everyone except Spider-Man, Norman used a specialized performance enhancer that gave him strength, agility, and intelligence. This was mainly caused by his unique multiple personality disorder that began to take over Norman's mind. After a fight with Spider-Man as the Green Goblin, Norman lost the majority of his memory, not remembering anything about Goblin, Vulture, and Spider-Man.

However, Liz stumbled upon some secrets hidden under Norman's desk. She found a picture of Green Goblin fighting Spider-Man, and a piece of paper that was the basic set-up for the glider Goblin used. She knew of the fight from stories in the past, but she never knew Harry's dad was involved, although she doesn't know how, it's clear that Norman kept this a secret for good reason.

"Liz?" Harry said for the fourth time.

"Wha? What?" Liz responded, startled.

"Something on your mind?" Harry asked as they both locked in for the ride on the Ferris wheel.

"No, just . . . thinking." She said with a chuckle.

"Are you sure? You haven't been yourself all day." Harry said, "I mean, I was really excited for this day, just the two of us, and I don't know, if you're not enjoying it, we can leave."

"No! Harry, I'm having a great time! I couldn't ask for a more perfect day . . . I'm just a little stressed is all, but you're right about one thing, I'm not focusing on what I should be." Liz replied as she cuddled up under Harry's arm.

The ride started and as the large wheel turned, Liz and Harry were soon at the peak. Liz marveled at the view of the city, and smiled at Harry, who smiled in return.

"I love you, Harry." Liz said, closing her eyes and enjoying the ride.

Harry smiled at her words, "I love you too, Liz." He said as he kissed her forehead.

Harry and Liz held hands as the ride slowly came to an end. It was amazing what a simple ride could do, and how romantic just being together was. They exited the ride and walked toward a cotton candy stand.

"Strawberry?" Harry asked.

"Please." Liz said as she sat down on the bench.

"Be right back." Harry said, leaving her alone.

When Harry was far enough, she reached into her back pocket and pulled out the picture she had been keeping from the Osborns. She knew she had to find a way to return it as Norman would sure notice if his paperwork was gone. She was very intrigued by some notes written on the back

_LaMuerto – 2__nd__ series Project Green_

Her thoughts were suddenly cut off from a very familiar voice that sent chills up her spine, "It's been awhile?"

Liz jumped up from her seat, dropping the photo to the ground as she turned to face the man behind the bench. He was tall and strapping. He had wavy brown hair and wore a brown jacket over a sleeveless white shirt.

"Mark . . ."

**Watson Residence**

Mary Jane sat down uncomfortably as her father sat next to her on the sofa. He held a cup of tea in his hand and took a sip as he and Mary Jane shared awkward glances every once in a while.

"I understand how you must be feeling, Mary Jane." He said.

"You have no idea how I feel." Mary Jane snapped.

"Please . . . will you just, listen?" Her father asked.

"Why? So you can ramble on and on about how your sorry and how you wish things were different?"

"Well, yeah."

"Why don't you just save us both the trouble." Mary Jane said.

"Mary, why don't you just listen, you never listen! Even since you were a kid!" Her father replied slightly more aggressive. Things weren't going exactly how he had planned.

"A kid? How would you know what I was like when I was a kid?"

"I knew you enough to know you were like me . . ."

"I am nothing like you . . . I actually care about the people in my life."

"I care about you, Mary Jane!" He shouted back.

"You don't freakin' care about anyone! You left me and my mother to rot in a dumpy house that you were too lazy to get off your ass and pay for!" Mary Jane shouted as tears began to form in her eyes.

"MJ . . ."

"And when you did get off your ass, it was to go out to bars to get drunk and get laid by some whore! Yeah you cared about me and mom a lot! As far as I'm concerned, I don't even know why I wanted to see you again."

"Because you were hoping maybe I have changed?" Her father replied.

"You haven't changed . . . you're still the same father . . . you still have the same lousy priorities, and you still don't give a shit about our family." Mary Jane said, looking away from her father and wiping off her face.

"I left to protect you and your mother, Mary Jane."

"Bull . . ."

"I knew I was hurting you both, I knew I had to get away before I ran you two into the ground. I made huge mistakes. Huge ones. And trust me I paid for them."

"Yeah right."

"I did . . . I missed out on watching my beautiful daughter grow up to be an amazing woman. I missed out on taking you to school proms, meeting the boys you'd date and then kicking them out of the house when they got to close. I missed out on being a father. I missed you, Mary and although I never did show it . . . I really. . ."

Mary Jane waited for the end of his pleading, but to her surprise it never came. After seconds, she turned to face her father, who was clinching his chest, "Oh . . ." He said in pain.

"Dad?" She muttered.

Her dad fell off the sofa and onto the ground, spilling his hot tea all over the carpet.

"Aunt Anna!" Mary Jane shouted, "Call an ambulance!"

**Parker Household, Later that day.**

"Afternoon, Aunt May!" He said as he slammed open the door. His aunt was folding laundry on the coffee table. She was watching the latest news, but muted it as he walked in.

"Oh, Peter, you startled me. I didn't expect you home till late!" She replied.

"Well, I figured I had my down time, I might as well spend it with the most beautiful girl in Queens."

"Why, thank you, dear." He said to Peter, who walked into the kitchen to grab a drink.

He opened the fridge and pulled out a soda can. He opened it, and as he was about to take a sip, he felt the vibration of his phone go off. He pulled it out and looked at the caller ID, which was Mary Jane.

_**Oh shit! Mary Jane! Between the Bugle, and the fire this morning, I totally spaced the meeting with her father . . . after the mugging incident, and the party last night, she's probably got more than enough reasons to yell at me over the phone . . .**_

He shifted his thumb over to the ignore button on his phone, not wanting to deal with an angry girlfriend, especially with the great day he was having. He grabbed his soda and went into the living room.

"So, how was work? I feel like I never get to ask you these questions anymore." Aunt May asked with a smile on her face. It wasn't often she got to sit down and have a one-on-one conversation with Peter.

"Oh, you know . . . Jolly Jonah's off the leash after his son was put into the hospital, and Robbie handed my article to Eddie to be edited . . . or Eddie-ted as I like to say."

"Eddie Brock . . . isn't he the one you complained about . . . "

". . . for writing the Lizard article?" Parker interrupted.

"No, no, it was earlier than that . . . it was that mutant, who was . . ."

"Chameleon!" Peter said while staring into nothing.

"Yes, Peter, I was going to say that but you . . ."

"Aunt May . . . that's it, that's how _we_ get rid of _our_ problem . . . why didn't _we_ see it sooner!"

"Now, listen here, young man . . . I don't know what you have against this man, but . . ."

"Aunt May . . . turn up the TV." Peter quickly interrupted once again, as he focused on the television screen.

"Excuse me?"

"Turn up the TV!" Peter said loudly.

Aunt May, startled by his sudden shift in attitude, clicked the volume button on the remote.

"What is so important?" Aunt May asked.

Peter wasn't listening to his aunt though. He saw an image on the television that he never thought he'd ever see again. It was an image that caused his muscles to tense just from looking at it. He hoped he was wrong, but he couldn't take any chances as he listened to the news report.

"_After talking with NYPD Captain George Stacy, it is clear that this was a planned getaway and not a freak accident. Three days ago, the three trucks that were transferring marked 'super-villains' to a secure facility known as the Vault were ambushed by two unknown characters. The trucks carried several super powered beings all known for being defeated by Spider-Man. Although it is unknown who all was on the trucks as of now, we do know of three suspects, Adrian Toomes, Sergei Kravinoff, and Dennis Carradine."_

Peter jumped off the sofa as the pictures of the people came up on the screen. The Vulture, Kraven the Hunter, and Dennis Carradine, the man Spider-Man hated most of all, for he was the man who killed his Uncle Ben.

**Next Chapter: The Edge of Darkness, Part 3**


	25. Chapter 25: The Edge of Darkness, Part 3

**The Marvelous Spider-Man**

**Chapter 25 – "The Edge of Darkness, Part 3"**

**Previously . . .**

During the welcome home party for John Jameson, the Sinister Six attack, looking for Peter Parker, who they hope will lead them to Spider-Man, but the hero made an appearance, and was outnumbered and defeated, however, it wasn't a total loss. While the exhibit was trashed, causing J. Jonah Jameson extra grief, he was befriended by an alien creature that repaired his destroyed suit and upgraded his powers; however, this alien has also caused him to be more aggressive and more dependent on self, which was shown when his Uncle's killer was shown escaped during the Vault transfer.

Meanwhile, Mary Jane, who has been trying her best to trust Peter after his two disappearances in danger, was let down again when he failed to be there for her during her father's visit, however, she has bigger problems as he collapsed to the floor. While Eddie Brock is put on his last leash and he and Peter start to clash during their article transference.

Liz Allen was on a nice date with Harry, but was surprised to see her brother make an appearance, adding on to her problems of knowing a couple of Osborn's secrets, while Gwen is waiting on a call from the modeling agency in L.A. in hopes of getting a new job.

* * *

**Coney Island**

"Mark, what are you doing here?" Liz said, shocked to see her brother in front her.

"What? A guy can't come by to see his sister?" He replied lightheartedly.

"For once in your life, be serious. It's been six months, Mark, how did you even know where I was?"

"Dad told me." Mark said.

"You visited home?" Liz asked.

"Yeah, I talked with Dad; your mom was a little short with me." Mark said.

"Well, she was hurt when you ran off; she may not be your biological mother, but you were her only son and she did raise you."

"I'm twenty years old; I don't think I need mommy's permission to cross the street." Mark rolled his eyes.

"That's not the point, Mark . . . where have you been this whole time?" Liz asked

"Around. A lot, actually. I've probably lived in three different apartments in the past two months. None of them very well kept might I add." Mark said as he sat down on the bench.

Liz sat down next to him. She was upset with how he ran off, how he treated Gwen in the past, but at the same time, he was her brother. A step-brother, yes, but still family.

"Why did you come back?" She asked.

"I was a little short on cash, and well . . . you know how opportunities come up."

"You're not here for money are you?" Liz asked.

"No, I got the money. That's not it . . ." Mark said.

"What is it?" Liz asked, sounding concerned.

"I screwed up big time, Liz." Mark said, starting to sound worried. I looked around for all kinds of odd jobs. Anything I could get, I went all around this freaking city. During the job hunt, I met a man named Justin Hammer. He was very kind and helpful, willing to accommodate me; basically, he wanted to help, if one day I return the favor. I was thinking this would be like any other favor. I told him that I would start work immediately. He gave me the money under the table, told me he'd call back when he needed his 'favor'."

"What was this favor?" Liz asked as Harry returned with a stick of cotton candy.

"Mark?" Harry said his mouth full of the sugary substance, but he was ignored as Mark continued with his story.

"He called me, told me he wanted to do some tests. I figured they were normal blood tests, nothing out of the ordinary. I mean he does work in genetics and even studies mutants, this was his field. But he left one thing out. He put some kind of blood sample inside me. I don't know what it was, but it affected me right away. As soon as it entered my bloodstream, I fell to the ground in pain. It was like nothing I ever felt. My skin turned red and hot. It was as if my body was boiling hot, but was trapped inside my skin. I became mad, and trashed the lab."

"This is unreal, Mark, I mean, the way you describe it . . ." Liz began.

"So, what are you some kind of Molten Man?" Harry asked.

"In general terms, I guess so." Mark replied, "I only get 'boiled' in times of stress, but it gets out of control! I tracked down one of the men involved, Rick Jones. I asked him to help me out, pleaded . . . when he didn't comply, things got heated. Real heated . . . I lost control." Mark said.

"Can't you take this to a lawyer or something?" Liz asked

"Liz, I don't think you understand this company. Hammer is a businessman, but the things he does… If I were to share this with anyone, I could be hunted down and killed by tonight."

"He's right, businessmen can be ruthless." Harry added, reminiscing about his experience with the Vulture.

"Well, you've got to do something!" Liz said, "This is not something to take lightly."

"I know that." Mark admitted, "Which is why I came to you."

"Me?"

"You work for OsCorp." He said, and then turned to Harry, "Your dad is one of the smartest men in Manhattan. I was hoping he could help me."

"I don't know, Mark, my dad deals more with weapons and other types of technology, I don't know if this is up his alley." Harry said.

"Please, guys . . . If I don't get help soon, this curse is going to hurt me and everyone around me . . . if you saw what I became, and I can't even explain it. But we have to keep this low, who knows who is searching for me, and after my attack on Rick . . ."

"Don't worry, Mark, we'll get you help." Liz said.

**McGuire's Pawn Shop, Very Late that Night**

"Hurry, up!" A thug said as he watched another thug twiddle with the locks.

"Why you in such a hurry?" He asked.

"Spider-Man could show any minute!" He said.

"I'm more afraid of Silvermane himself than the wall-crawler. Silvermane would pop caps into anyone who thinks he's tough enough of take him on. What's Spidey gonna do? Shoot a couple webs?

"Silvermane is weak, he sits in a chair and collects his half, he hasn't done anything to scare me, now quick, break the lock, there's no telling when he's gonna show." The thug said.

"Oh, I know what this is, you're scared of those rumors that all the thugs are spreading?" replied the second thug.

"What rumors?"

"That Spider-Man has gone dark. Donning a 'scary' new uniform and beating thugs to a pulp."

"Hey like crazier things haven't happened?"

"All right, don't get your panties in a bunch." He said as he cracked open the lock, and entered the pawn shop, "Just grab the cash and a few extra goodies and get out of here."

As the two thugs began gathering the cash and a few more antique items, a familiar webbing noise was heard from behind.

"Oh I knew it." The thug said.

"You guys picked the wrong night to rob a pawn shop." Spider-Man said as he stood in the doorway. The moonlight shining off his back caused him to look dark and intense. The only thing visible was the crisp white eye lens as well as the chilling spider that now covered his chest

"Quick make a run for it!" the thug said as they began to run out the back.

"Not that easy." Spider-Man mumbled.

The black Spider-Man shot black webbing at the back of a thug and yanked him. When in distance he took his elbow and slammed him into the ground. The attack caused a large bruise to appear on the man's face. Meanwhile, the second thug made it out the backdoor, and into an alley.

Spider-Man quickly tied up the downed thug in his new black webbing, and ran out into the back. Using his upgraded spider-sense, he tracked the direction of the runaway thug.

"You can't escape me . . ." He mumbled.

_**He can't escape us . . .**_

Spider-Man leaped onto the wall of one building, and using the same momentum, bounced off the wall and onto the roof of the next building. He ran over to the edge to see the thug cross the empty street and into the next alley.

The thug was running hard, he knew, he just knew that Spider-Man was going to show, and it appeared the rumors were true. He was darker, faster; stronger . . . this wasn't the friendly neighborhood Spider-Man that had protected these streets before.

After running for several minutes, he slowed down to take a breather. He looked behind him, not seeing or hearing any one.

"Phew . . ." the thug sighed in relief, "for a second I thought I was . . ."

As the thug turned to walk down the alley, he bumped into Spider-Man, and fell back onto the cold ground.

". . . Bug food."

Spider-Man grabbed him by the collar and looked him in the eyes, "Tell me! What do you know about Dennis Carradine!"

"I don't know who you're talking about man; I just do the work and get paid."

"How do I know you're not lying?" Spider-Man said as he shoved him against the wall.

"Because I'm freaked out of my mind!" The thug shouted.

"Understandable . . ." Spider-Man said, throwing the thug across the alley. He flipped around, and Spider-Man shot two web shots in his direction, trapping the thug upside-down against the wall.

"You're lucky the only blood you have to worry about is what's going to your brain." Spider-Man threatened as he zipped up to the top of the buildings.

_**I've taken down four groups of these losers tonight, and none of them can tell me about Dennis . . . I swear, if I find him, dead or alive . . . he might as well not worry about the last option . . .I have to find a lead though. I know the Bugle wouldn't have anything on this, they never even covered the six escaping, no, and they're too worried about Spider-Man! Jonah . . . sometimes I wanna just pull him by his stupid moustache and hang him from the Empire State . . .**_

"I should get back home . . . I have classes in six hours . . ."

**Parker Household, the Next Day**

_BEEP BEEP BEEP BEEP_

Peter smashed the snooze button of the alarm clock, putting a large dent into it. He shoved off the covers and stood out of bed, wearing nothing. He was tired from being Spider-Man all night, but he had the responsibilities of Peter Parker to handle right now. Searching for Carradine would have to wait.

He stretched his arms, and walked over to his desk where his cell phone lied. He picked it up revealing another missed call from Mary Jane.

_**Oh great, this is probably the break up call we don't need to hear right now. We've got enough problems with the Six and my uncle's killer. We don't need a nagging red-head complaining about how we "weren't there for her." We saved your damn life for crying out loud . . . Time to get dressed.**_

Peter stood in front of his mirror and clinched his fists. The Symbiote crawled from within his fists and covered his hands, slowly moving up both his arms, and down his chest. Soon, the Symbiote covered his entire body.

"You my friend are the easiest pair of undergarments to put on." Peter joked to himself as he tossed on a t-shirt and pants. Afterwards, the Symbiote slithered under the clothing to conceal itself.

"I have some business to take care of before class."

**The Daily Bugle**

"Eddie Brock, of all the nerve!" Felicia yelled at the top of her lungs, "Do you have any respect for yourself or the people around you? I mean, first you run out on our dinner to chase the hero, then you blow up in front of a bunch of reporters, and even after all that, you still want me to get you a job at the Hardy Foundation. You are the biggest lowlife I have ever dated!"

"Spider-Man ruined our date, you think I was going to let him get away with it?" Eddie defended as their conversation in Eddie's cubicle began to spread throughout the office.

"He stopped a carjacker! You need to think about someone other than yourself."

"I've never had anyone else to care about!" Eddie shouted.

"And even when you did . . . you didn't." Felicia said.

"Just give me a second chance . . ." Eddie said.

"No, Eddie . . . don't call me." Felicia said, leaving his cubicle. The other workers quickly returned to their jobs, pretending they weren't listening.

Eddie was angry. He was just humiliated in front of all his co-workers, and why? Because Spider-Man kept interfering with his life. He ruined his relationship, ruined his reputation, the only thing he really has left is his job at the Bugle.

Suddenly the elevator doors opened, and Peter Parker walked out confidently. He held some papers in his hand. He passed by Robbie, Betty, Ned, and Eddie and marched right into Jameson's office.

"Parker, you have better got a good reason to . . ." Jameson began to yell, but Peter just slammed the papers on his desk.

"What is this?"

"Three months ago. The Bugle published a front page story about Spider-Man robbing a bank. This story was proven false by Captain George Stacy himself, and the writer of this article, is Eddie Brock. He lied about everything, what Captain Stacy said, how the robbery went along . . . and what he failed to mention was the mutant massacre going on at a secret Roxxon Lab.

Jameson would usually be upset if Parker did such a thing. He may not have agreed that Spider-Man was a hero, but if it's one thing he didn't tolerate, it was lies in his newspaper. He looked over at Brock through his glass windows. Eddie was immediately upset, knowing Peter had screwed him over in some way.

"Why are you just now telling me this?"

"People should be held accountable for their actions, something I take very seriously." Peter said, thinking back on his Uncle's killer.

"Get out of my office, and bring Eddie in here." Jameson said, as he put down the papers.

Peter left the office and pointed in Eddie. The smirk on Peter's face was devious and full of revenge, something Robbie caught glimpse of.

"What is going on?" Robbie asked.

"Eddie's about to get his." Peter replied.

"Peter, what did you do?" Betty asked from the secretary's desk as she could see Eddie fuming from inside Jameson's office.

Eddie then flashed Peter the most menacing look anyone has ever seen at the Bugle. He stomped out of the office and headed straight for Peter. Peter stood strong and looked up at the slightly taller Eddie Brock. He was breathing deeply and noticeably keeping in a thousand different cuss words in the process.

"This isn't over Peter." Eddie said.

"Yes it is." Peter replied.

Eddie walked past him, and left the offices. Jameson had fired Brock. He had given him several warnings in the past from blowing up on camera to blowing up a camera . . . and Jonah had the last straw, but thanks to Peter, Eddie was now out of a job.

"Peter . . ." Betty looked at him with disappointment.

"What?" Peter replied harshly.

Betty continued to stare at him, and eventually went back to her computer, as did everyone else. They left Peter alone to himself as he watched Eddie leave the office. He was happy, and not an ounce of guilt was found on his expression.

**Empire State University**

Afterwards, Peter arrived at ESU fifteen minutes late for his class. As he walked in the front entrance, he saw Gwen Stacy talking with another guy. He hadn't spoken to her ever since standing her up at the airport. A lot of thoughts went into his head, but before he could really sort through them all, Gwen spotted him, and she and the other guy began to approach him.

"Peter." Gwen said.

Peter turned without responding; just giving them strange looks as they held each other's hand.

"Peter, I want you to meet Thomas Fireheart." Gwen said as Thomas reached out his free hand to shake.

Peter looked strangely at his hand, not really wanting to shake it, but did anyway. He glanced at Gwen with a rude glare, which she caught onto right away.

"Gwen's told me a lot about you. Smartest in the class?" Thomas asked, trying to start a friendly conversation.

"I get by." Peter said, showing he was ready to walk away any moment now.

"So, how are you . . . I haven't talked to you in a while." Gwen said awkwardly.

"Been busy." He said as he slowly shifted away from the conversation, ready to head toward his next class, despite having plenty of time.

"With what?"

"Stuff." He said bluntly.

"Like?"

"Geez, Gwen, do I have to spell out everything I do to you, I have school, a job, a girlfriend, what else do you want me to say?" Peter said, leaving Gwen speechless, and Thomas shocked.

Gwen was angered at his attitude toward her as he left their presence and went around the corner. Peter had changed completely over the past few weeks, it was as if he didn't even want her as a friend anymore, but another part of her knew Peter Parker, and knew this wasn't him.

"Excuse me for a minute, Tom." Gwen said, following Peter, who was drinking from the water fountain.

Gwen got up close and personal to him, looking into his eyes.

"Okay, what the hell?" She asked.

"What?" Peter said, walking by her, not even giving his attention.

"Is this really how it's going to be now? After all we've been through. You're throwing in the towel?" She asked.

"Look, Miss Stacy, I don't know what the hell you're talking about. I gotta get to class." Peter said. As he turned away, Gwen grabbed his arm, and stopped him.

"Oh no you don't." Gwen said.

Peter reacted quickly and aggressively, shoving Gwen hard enough to where she had to catch her balance. Thomas caught eye of this as he began to check on her. He ran over and stood between Peter and Gwen.

"That's enough . . . you get your hands off of her." Thomas said.

"Hey, she went after us. I guess we're just too irresistible to her." Peter said, emphasizing his words to Gwen.

Gwen stood with her face in shock. She had never been so humiliated, and of all people. He was also talking for two, which completely baffled her. She was starting to wonder why she wanted to save the relationship, let alone the friendship in the first place.

"Look, man, why don't you just walk away." Thomas replied.

Peter stepped closer to him, "Maybe you should walk away, you don't even belong here."

Thomas didn't budge, he stood firm in his spot, "Why don't you make me."

"**Gladly"** Peter said as he shoved him into Gwen with his spider powers. Gwen fell to the ground, while Thomas was able to gather some ground, despite the shove.

"PETER!" Gwen shouted, "STOP THIS!"

Thomas quickly stood up and confronted Peter, who wasn't worried; he had his spider powers, and an alien strength.

"Why don't you tell your 'boyfriend' to back off then? I ain't going to take shit from someone fighting like this." Peter said.

The confrontation began to draw a crowd, including a Flash Thompson. The man who was known for bullying Parker all through high school was now watching his former victim on the other side of it. It wasn't something he was fond of now though.

"Peter what is going on with you?" Gwen said as she watched from the ground his anger excelling.

Peter suddenly realized he was starting to get hotheaded. He was breathing hard, and his fists were clinched. He could feel the alien in his head, the aggression was strong.

"I'm done here." He said, walking through the crowd, and leaving the school, not caring if he missed classes or not. Flash watched him as he exited, confused and irritated. As he walked toward the exit, Peter was bombarded by Liz and Harry, and rushed into the school.

"Peter! Where have you been." Liz shouted.

"Not now, Liz." Peter said, walking by her.

"Mary Jane's father is in the hospital!"

Peter stopped in his tracks, suddenly remembering he had responsibilities of Peter Parker.

"Her father . . . hospital . . . no." He said to himself, "Liz, I didn't know . . . I . . . which hospital?"

"Midtown General" She said.

As soon as Peter got the location, he bolted out of the school, and ran around the corner into an alley where the Symbiote took him over within seconds. He shot a black web and quickly began swinging toward the hospital.

**Unknown Location**

Emotions were high inside the rundown apartment complex. The six super villains all had mixed reactions about how things were handled at the ball. Electro and Shocker were happy about the hurt they put on him, while Mysterio and Vulture were ready to walk away, feeling that this whole mesh wasn't worth the effort. Meanwhile, Kraven and Doctor Octopus felt like they had done nothing at all, until he was subdued, unmasked, and killed.

"Did you see the way he blasted through that stage floor? Hot damn I never felt so good!" Shocker said excitingly.

"How about when I shot a good 10,000 volts into that wall-crawling weasel." Electro replied.

"We put the hurt on him for sure!"

"This is ridiculous, why am I even still here?" Vulture said, "I am wasting my time with you morons. You five could easily take the hero by yourselves."

"Who else will watch the skies?" Electro asked.

"You can fly, can't you?" Vulture quipped.

"Two wings are better than one." Shocker intervened.

"But the job still isn't done." Octavius interrupted, sounding more professional, "Spider-Man is still out there, and he knows we are all after him and the Parker kid."

"After the beating he received, I doubt we'll have much trouble the second time around." Shocker added.

"But a second time still needs to be arranged." Mysterio said.

"Precisely." Octopus stated, "It isn't going to be as easy as the other night. Spider-Man isn't going to come willy-nilly and attack us. We showed him to be the aggressor, the smarter, and finally, the victor. Spider-Man is too smart for that. So, we'll have to create a situation where he can't resist making an appearance, and under such circumstances that are difficult for him to survive."

**Midtown General**

As Spider-Man arrived near the hospital, the Symbiote slithered away half way down his swing. Peter landed firmly on the street, scaring a few of the citizens around. He quickly walked into the hospital. A few sick patients were in the waiting room as he watched the area.

After talking with the front desk, he went up to the second floor and entered the hospital room where Mary Jane was sitting over her father. He was hooked up to several machines and at the moment was either unconscious or sleeping.

Mary Jane looked over her shoulder and was surprised to see her boyfriend, Peter Parker.

"Peter . . ." She said with a tone that was difficult for even her to understand.

"Mary Jane. I didn't know . . ." Peter replied, quickly becoming defensive.

Mary Jane didn't respond. She didn't know how. Peter had been lacking lately, and now her father, who she barely respected, was in a hospital bed. The person who least had supported her was her own boyfriend.

"So, where have you been?" MJ asked, "I called you like twenty times."

Peter was put into a corner, "Look, Mary Jane . . ."

"Did you know I called you Peter?" She interrupted, turning her full attention to him.

Peter stumbled, "MJ . . . I swear, if I'd have known that this was going on."

"That doesn't matter . . . you have been completely ignoring me the last few days, and I can't even begin to explain what the last few weeks have been like. I was almost mugged, I was left in the dark when my father visited, and now I'm watching him die before my eyes and I don't even have you for support!" Mary Jane said, beginning to tear up.

While Peter would never admit it, especially with an alien conscious sharing his mind, his responsibilities as Spider-Man have started to overcome his responsibilities of Peter Parker, especially since his uncle's killer had escaped the prison with the Sinister Six.

Peter took in what she said, but instead of showing sympathy, became defensive, "Look, Mary Jane, I'm sorry this is the way things turned out, but I have things to do as well."

"Things? Things? That's all you can come up with? Things more important than helping me while my father has a heart attack!"

"You don't even like the guy!" Peter replied, crossing a line that really ticked off Mary Jane.

"He is still my father, Peter!" Mary Jane shouted, "How would you feel if this was your uncle." She said.

Suddenly, Peter's anger sparked, and the alien conscious reacted again. He took a step forward as if he was ready to attack her. Peter quickly contained it though, backing off.

"I'd like you to leave now, Peter." Mary Jane said, looking back over her father.

"What? Are we like broken up now?" Peter asked.

Mary Jane didn't respond, she just started crying more than a few tears now. Peter stood there for a while before finally walking out. Things were rough for her at the moment. Maybe all she needed was time. Peter went over some thoughts. He wasn't really sure what to think though. He had so much in his mind. Between the new alien substance, the Sinister Six, his uncle's killer, Gwen and Mary Jane. His responsibilities were growing and growing, and even he only had so much power to deal with it.

He walked out of the hospital and headed to the nearest alley and crawled up the side of the wall, this time as Peter Parker. As he was on the rooftop, he looked over the city, clearing his mind.

_I'm lost Uncle Ben. Have I made bad choices? Am I not living up to my responsibilities?_

_**WE are making fine choices, **_the Symbiote conscious replied,_**it is Mary Jane, Gwen, Aunt May, and they don't understand what we have to deal with, between school, work, and a part-time super-hero, the world doesn't revolve around them.**_

_But, our world does . . .i mean, my world . . . I just don't know if my Uncle would be proud of the man I had become._

_Suddenly, Peter was overcome with a ton of emotions as he remembered the day his Uncle was shot._

_Peter quickly leaned down and grasped his hand._

"_Peter . . ."_

"_Uncle Ben." Peter said, "Who did this?"_

"_Peter . . . I know."_

"_What?" Peter said in a shocked tone as tears fell down his face._

"_About you . . ."_

_Peter stared at him and gripped his hands tighter._

"_Remember, what I told you . . . with great power, comes . . . comes grea . . ."_

"_Uncle Ben, No! Uncle Ben."_

_**I can tell you one thing. If you want to make him proud, catch his killer.**_

The Symbiote consumed Peter Parker once again; the white symbol on his chest was glaring in the light in contrast to his dark costume.

_**Where do we start today?**_

_By receiving our favor… Peter thought to himself._

**Daily Globe**

The Daily Globe was the rival newspaper company to the Daily Bugle. The Bugle's Spider-Man stories always sold more copies than the Globe's. This was the first time Peter had ever been to the Globe. But he had a purpose. He knew the Bugle hadn't covered anything on the Sinister Six escaping yet. Jameson was too busy on smashing Spider-Man for destroying John's welcoming home party and putting him into the hospital.

The Daily Globe had records on the escape though, and he knew reporter Rick Jones, who owed him a favor from the house fire. Normally he wouldn't accept gifts for heroism, but this was a little more important. Spider-Man landed on the side of the Daily Globe building as night approached. Peeking through the window, he saw one man working in his office. Only his lamp was on, as he furiously typed on the computer. There was a small television on in the corner of the office, but it was muted.

A breeze was felt by the man as he turned around to an open window. He curiously stood up and closed it, locking it this time, but when he returned to his computer, Spider-Man was laying back in his chair with his feet on his desk.

Rick Jones leapt backwards in shock, "Spider-Man!"

"I gotta say, these reclining leather chairs totally beat out the wooden crap I'm used to." The black hero said.

"What are you doing here?" Jones quickly ran over to the door looking out into the halls to make sure no one was near."

"I've come for my favor." Spider-Man said.

Jones closed the door, "I didn't expect it this soon. You better hope nobody saw you come in here. The last thing I need is more people on my tail."

"More people?"

"I'm a reporter, what do you expect?"

"I'm looking for someone. A criminal."

"Scorpion? Doctor Octopus? Chameleon?" Jones asked, naming off just the few of many villains Spider-Man had faced within the past four months.

"Dennis Carradine." He said.

"I've never heard of him. Who is he?"

"A petty thug. Probably hiding in the dark like the rat he is." Spider-Man filled in some information angrily.

"Why do you have an interest in him?"

"It's personal . . . are you going to help me or not?" Spider-Man asked.

"Well, I'd love to, but frankly, I don't have any idea where to start."

"He escaped during the Vault transfer along with the rest of my favorite people."

"Well, it's a start, I guess." Rick said as he began typing on his computer. He pulled up several images from the escape, and also typed in his name to get some search results, but after searching several resources, couldn't come up with an answer. He clearly hadn't been arrested yet, and is still somewhere in Manhattan.

"Damn it!" Spider-Man cursed, "I'm sick of searching these streets till the mornings . . ." Spider-Man leaned over against the window as he began thinking over his Uncle and his killer.

"**We will find you . . ."** He said menacingly.

"What was that?" Rick asked.

Spider-Man sighed as he turned to the television. To add more anger to his system right on the screen was none other than Doctor Octopus, "Rick, turn it up!"

This was a live feed, and from what Spider-Man could see, he was on one of Manhattan's several bridges. There was fire and electricity sparks in the background, and several shouting civilians. Doctor Octopus had one of his mechanical arms holding up a camera in front of his face while he crawled along top several cars, some still filled with people.

"Greetings, New York . . . Doctor Otto Octavius here, and I am looking for the one, the only, Spider-Man. I know your listening Spider-Man, wherever you are. You have 30 minutes to come to the Brooklyn Bridge and face us! Or we're about to see how many people can or cannot swim." Ock said with a devious grin.

As the camera panned around the bridge, Spider-Man and Rick watched a horrific scene as Kraven and Shocker cornered several civilians between a line of cars on fire. Electro shot a large bolt of electricity into a semi, causing a very large explosion, which traveled throughout the cars, The Vulture held a young man and woman over the edge of the bridge while Mysterio was barely keeping a family inside a car from tipping into the water.

"Make your move Spider-Man, and let this be a taste of what's to come!" Doc Ock said threateningly as he showed one of his arms grab the camera man from whom he stole the camera. The maniacal doctor dropped the camera on the ground. From then on, all you could here was the sound of death as blood dripped down from above.

"My god, he's mad." Rick said, "What are you going to do? You can't take all of them by yourself!"

Spider-Man leapt upon the window sill, "We're not by ourselves."

Rick was confused by his word usage, but continued to watch him swing out the window toward where the mad doctor was holding several innocent people at his mercy. He showed that he wasn't going to hold back, but neither was Spider-Man.

**OsCorp**

Mark and Liz stepped into OsCorp late at night. She knew that Osborn was going to be in this late, as he usually is. Most of the scientists had gone home by now. Dr. Stromm was seen in his laboratory as they passed by, continuing toward Norman's labs, where he usually was after hours.

"Are you sure this guy can help, Liz?" Mark asked, becoming nervous after he saw all these machines, weapons, and chemicals through the glass labs.

"Positive." Liz said as she entered Norman's laboratory with her key card. Norman only gave the key card to Liz because she was his secretary, and there were times her assistance was needed. But this time, she was using it for her brother.

The laboratory was empty. There were large metallic machines on the middle table, and a few test tubes on another, but other than a few papers, the lab was the emptiest she had ever seen it.

"Mr. Osborn?" She cried out.

"Liz, why do I have a bad feeling about this?" Mark asked.

"Because you're a baby, come on, he's got to be here." Liz said as she searched around the lab some more.

Mark reluctantly followed her into the deeper parts of the lab. She entered the Osborn's weapons lab. In the middle of the room was his one of a kind anti-gravity glider. Liz's eyes widened as she recognized the glider from the picture she took from Osborn's hidden files.

"Are you allowed back here?" Mark asked.

"Technically . . . no." Liz replied as she realized she was delving into Norman's deeper secrets.

"Than what are you doing? He's not here, let's go." Mark said.

Liz was curious. Very curious. This was her boyfriend's father, and it was obvious he was involved in something a lot bigger than OsCorp. As she pushed further, Mark stepped back.

"Sorry, Lizzie, but I ain't going any further than this. I feel like I'm in the middle of a science fiction movie.

"Do you want help or not? Mr. Osborn is the only one who can help fix your weird blood disease."

"Mr. Osborn's not here . . . tell me, Liz, what is it you're really after?" Mark asked.

"Answers." She whispered to herself.

Her heart starting breathing even deeper as she studied everything that was around her. She picked up and went through a few papers. She saw a few things similar to what was in the notes that she stumbled upon. But this couldn't have been all. She wanted to know what Norman was up to. She walked down the lab walls, looking at some of the mechanical devices that were on the shelves.

"Liz, come on . . ."

"One minute . . ." She said, part of her knew that she shouldn't be doing this, she should walk away right now before she got into any more trouble, but she also wanted more information.

She leaned against one of the tables on the wall as she looked closely at a load of newspaper articles on the wall. They dealt with titles such as Toomes, OsCorp, and other business related titles, but the ones that caught her attention were the ones dealing with Vulture, Spider-Man, and Goblin.

She put more pressure on the table, leaning in closer to read the pages, when suddenly, a switch flipped. The pressure sent the table downward, and the wall in front of her slid to the side like a door. Mark grabbed Liz as she backed up in surprise. They were staring straight into the lair of the Goblin himself. His costume was hanging on the wall, along with his mask, right in between a wall of bombs, razors, and other weapons.

She gasped at what she saw, and looked back at Mark who was equally as shocked, not knowing anything that was going on.

"So, who the hell is your boss, exactly?" Mark asked.

"We got to get out of here." Liz said.

Liz quickly looked for a way to close the door. She found a switch on the wall inside the lair, she yanked it, and the door slowly came to a close, putting everything back to the way it was. Both Mark and Liz quickly left the lab, unknowing to them, a small video camera was watching them from the corner of the room, capturing the whole event.

**Brooklyn Bridge**

The glass shattering screams of civilians plagued the Brooklyn Bridge as several citizens were held hostage by the Sinister Six. The Symbiote Spider-Man leapt off one last web line to land on a nearby building closest to the river where he could see the whole event happening. Doctor Octopus was at the center of it all. Kraven and Shocker kept the civilians in check, Electro and Mysterio were keeping the cops of the bridge, and Vulture wasn't to be seen.

"I can't believe this . . ." Spider-Man said to himself, "Where do we start?"

"Start with this!" A voice from behind said. Spider-Man turned around quick enough just to duck under the attack from Vulture.

"Yeah, see I have this thing called a spider-sense . . ." Spider-Man said as he shot a web line at Vulture's back, allowing the flying villain to carry him over to where the action was. When in perfect distance, he shot a line at the bridge, and swung over to one of the rails. He could see down below all the damage that the six villains had done.

"Octavius! Stop this!" Spider-Man shouted.

"Like a moth to the flame, you have come . . ." Ock said in a low tone, "I see you are already dressed for your funeral, or is this because we destroyed your last costume."

"Enough of the jokes, Doc, let these people go!" Spider-Man shouted, becoming more angry with every passing moment.

"Sorry, Spider-Man, but I'm not here to negotiate."

"Neither am I." Spider-Man retaliated.

Doc Ock smiled deviously, "Men . . . attack!"

* * *

**Next Chapter: The Edge of Darkness, Part 4**


	26. Chapter 26: The Edge of Darkness, Part 4

**The Marvelous Spider-Man**

**Chapter 26 – "The Edge of Darkness, part 4"**

**Previously . . .**

Peter's actions continue to be more aggressive thanks the alien Symbiote, which is bonding to him more and more each day. He had a fight with both Gwen, who is still waiting for a modeling call, and Mary Jane, whose father is in the hospital. He also caused Eddie, who was just broken up by Felicia to get fired. In exchange for his rescue, Rick Jones prepares to help him search for his Uncle's killer, only to get interrupted by Doc Ock's horrific broadcast.

Mark and Liz try to help Mark rid of his blood transfusion, which causes him to erupt in stressful situations, and stumble upon Norman's old hideout as the Green Goblin. John Jameson is still in the hospital after the attack he took from Electro. Spider-Man now prepares to take on the Sinister Six and protect all those in danger

**Brooklyn Bridge**

Spider-Man was in the biggest fight of his life. Six of the some of the most dangerous enemies Spider-Man has faced had put him out on an island. In the middle of the bridge he was surrounded up top by Electro and Vulture, while the other four waited down below, threatening to kill off any civilians.

"Ready to die, wall-crawler?" Electro threatened.

"**The day we die is the day you decide to buy a pair of Levi's . . . seriously, there are children around!"**

"Shut it!" Electro shouted, annoyed by his constant mouthing.

Spider-Man leapt above his electric shot and turned on the attack. He spun around and shot two web lines at Vulture's chest. Pulling himself toward the airborne villain, he prepared to strike him hard. Vulture was old, but not slow. He shifted to the side just enough where the blades of his wings were in the path of Spider-Man.

Spider-Man adjusted in mid-air, rolling to the side. Part of the blade scraped his arm, but the Symbiote quickly recovered itself. He shot a web line at the bridge, and prepared to swing under the overpass, and surprise Electro from behind. He circled around quickly, but they were ready for him. They were obviously prepared.

Electro launched himself toward the incoming hero when thick strings of Symbiote shot from his chest and pounded the electric menace. Spider-Man landed back on top of the top of the bridge as Electro began to recover from the attack, "I'm not going to lose to you again." Vulture said, "I'm going to make sure of it."

"**Try us." Spider-Man replied.**

Vulture flew straight pass Spider-Man and down near where the others were. Spider-Man jumped off and followed him down. His spider-sense started blaring as he was soon dodging shockwave attacks, sniper bullets, and metallic arms. Spider-Man was too smart to fall for this trap though. He landed on top of a car as he was surrounded by Octopus, Shocker, Kraven, and Mysterio.

"Burn!" Mysterio shouted as the car magically combusted. Spider-Man leapt into the air and yanked in Shocker and Kraven to each side of the car. Spider-Man's webbing then came to life via the Symbiote, and tied them to the side within seconds.

Shocker and Kraven yelled and struggled, but when the fire reached the gas tank, the car exploded, sending Kraven and Shocker in opposite directions. The roof popped upward, which Spider-Man used to propel himself back up to Electro, while Doc Ock and Mysterio were stunned by the blast.

Electro watched from above, and charged Spider-Man as he did to him. Electro was confident in this as any contact with Spider-Man would send thousands of volts into his body. The Symbiote suddenly became active at his shoulders, combing over his head to create a shield of sorts. Electro was surprised and almost disgusted by his live suit.

" . . . the hell?" Electro said as he went head on into the Symbiote shield. He immediately was dazed, and began to lose altitude as he recovered from the hit.

The shield retracted and Spider-Man caught eye to the civilians hanging over the river due to Mysterio's cloud. Spider-Man pinpointed himself to the cloud they were standing on, but to his surprise, he appropriately went right through it.

"**I should've known."** He said, shooting a web at the bottom of the bridge, he swung around to the other side and over back to the road where Mysterio and Doc Ock stood. His two top tentacles went in for the attack while Mysterio backed off, afraid if he were to create any more traps, Doc Ock would be next. Spider-Man easily dodged the first arm, but to Ock's surprise, caught the second one with his hands. Octavius couldn't move it, proving Spider-Man's new strength. Doctor Octopus prepared his two bottom arms for another attack.

As he held down one mechanic arm, his spider-sense warned him of an attack from behind. He waited till the last minute, and leaped up into the air. Vulture came in at full speeds and rammed right into Doctor Octopus, who just released his bottom arms from the support of the ground. They landed hard against one of the bridges support beams. Spider-Man then casually began to walk over toward Mysterio.

"**Release them, Mysterio!" ** Spider-Man commanded, now realizing that there were more matters at hand than just the Sinister Six. He also noticed a group of people trapped between flaming cars.

"Don't come a step further!" Mysterio said, raising his hand, "I'm warning you!"

Spider-Man didn't recognize it thought, continuing toward Mysterio, as he did, he looked over on both sides of him, noticing Shocker and Kraven were beginning to come to. As Spider-Man came closer to the illusionist, he snapped his fingers. The cloud disappeared, and the two civilians began to fall toward the water.

Spider-Man leaped onto Mysterio, and used him as a jump pad, diving over the bridge wall; he shot two web lines to each civilian, pulling himself closer to them. Half way down the bridge, he grabbed both the man and woman. The Symbiote then sent two web-lines from his shoulder to stick to the underground of the bridge.

Slowly, the alien suit pulled them back up to safety.

"Spider-Man . . . is that you?" the woman asked.

"What are you?" the man began to freak out as he watched his suit interact with the bridge.

"**It's complicated . . . but yeah."**

As they neared the top, Spider-Man took control, shooting a web, and swinging back toward the top. He released the civilians to safety as they ran out of the battleground. Spider-Man looked over toward the four people trapped between the flaming cars, where Shocker had prepared to blast them all.

"**Shocker! No!"**

Spider-Man ran quickly, mantling the cars in his path. Shocker prepared to stop the approaching hero. He created a large shockwave that send one flaming car flying toward the wall-crawler. Spider-Man quickly ducked, and attached a web as it flew right over his head. Using the momentum of the car, he flung it right back at Shocker, with twice the velocity and twice the power. Shocker dived off the car he was standing on, and barely avoided what would have been a lethal shot.

Spider-Man finally arrived to where the civilians were, taking his attention of the Sinister Six, who were regrouping behind him,** "Everybody get out of here" **He said, directing them through the path Shocker created. As they all stood up and ran, Spider-Man quickly caught notice to one of the civilians with a hood over his head. He recognized the face, and jumped in front of him. Stopping him in his path, he removed the hood, revealing a face he wished he'd never have to see. The face of his Uncle's killer.

The last time he faced this man, he just about killed him in anger, and now . . . now he wanted to again.

"**No." **Spider-Man said, **"Not you . . ."**

Dennis Carradine backed off slowly. He was just as scared of Spider-Man as he was being trapped by the Sinister Six . . . as he probably should be.

Doctor Octopus took advantage of this distraction. His four mechanical arms reached out and grabbed each one of Spider-Man's limbs. When the hero realized what was going on, he was furious. His uncle's killer was finally in his hands, and as he watched the killer run away from him, his anger was now focused on the leader of the Sinister Six.

"I applaud you Spider-Man." Doctor Octopus said, "You finally decided to get serious and take us on, using your wits, your strengths, and an interesting new specimen." He finished, implying his new living costume.

"I hope you know, it's been an honor watching the way you fought us, you truly are a strong opponent, but in the end, all you are is a thorn in my side."

"**You're a coward, Octavius."** Spider-Man replied in a dark tone, **"When things go wrong for you, you play the blame game with Connors, and now you ask help from your petty little friends, who were hardly a challenge to us the first time. Now look at me . . . look at US! Tell us we aren't going to rip your team to shreds, all until that's left is six skulls for me to skip into the Hudson river."**

"Strong words, Spider-Man, but that's all they are . . . words."

"**Then allow me to show you how serious I am!"**

Four strings of Symbiote then came out of his back, similar to the way Doctor Octopus had four tentacles, and pounded the scientist hard. He lost his grip on the black Spider-Man, and went flying backwards. The other five villains watched their leader get overpowered, and then back at the hero.

"Get him!" Shocker commanded.

"**Bring it on!"** Spider-Man taunted.

Electro and Shocker sent their ranged attacks toward the web-slinger. He jumped into the air, as Kraven charged him with his lion strength. He tackled him to the ground, similar the last fight, but Spider-Man didn't have the alien suit last time. He easily escaped the grip of Kraven, and grabbed him by his vest. Not pulling any of his punches, he sent his fist into Kraven's gut and jaw. Kraven moaned as he took the beating, falling to the ground immediately, suddenly, Mysterio teleported behind him.

Thanks to his spider-sense and the alien, he wasn't surprised. The hero did a flip kick right away, using the spring to help send Mysterio flying backwards, Shocker than tried the head on approach while Electro continued firing from the distance. Shocker went in for two punches, both easily blocked by the web-slinger. Shocker then decided to put an extra kick into his attacks.

Charging up his shock gloves, He went in for more powerful, faster swings, but they were only fast enough to make Spider-Man laugh in return. He dodged a shocked uppercut, and quickly swept the legs of Shocker, sending him to the ground. As Electro continued to pour on the attacks, Spider-Man yanked up a half conscious Shocker who was still weak from the blast, and began to use him as a shield. With one arm, he tossed over the thug like a rag doll. He smashed into Electro hard, knocking them both to the ground.

Spider-Man looked around at his enemies. Shocker and Electro were out for the count, Mysterio and Doc Ock were slow to get up, Kraven had a broken jaw, all that was left in his path was Vulture, who was locked in loaded. He faced his metallic wings toward Spider-Man, and launched all of his blades, he gave up his steering ability, but the odds were in his favor that blackened hero would be impaled. This Spider-Man was new and improved though. Using his spider-sense, he jumped into the air, contorting his body in any way possible to dodge all the blades. While this was in slow-motion for Spider-Man, Vulture was struck by his agility. Spider-Man grabbed two blades in mid air. He landed, and slowly walked toward the frightened Vulture.

His eyes widened as he watched Spider-Man come closer in his direction. His mean eyes shone in reflection to the fire. He had never been so terrified as he watched him defeat each one of his enemies one by one. Adrian began running, and jumped off the ground. Although he didn't have his wings, he could still fly via the anti-gravity device on his back.

Spider-Man caught notice, and threw one of the blades into the backpack of Toomes, causing him to fall to the hard pavement. Spider-Man stood over the defeated Toomes. He looked back at what he had done. Mysterio was long gone, but the others were subdued. All that was left was the mad scientist himself, the one who put this all together – Doctor Octopus.

Cops began arriving at the bridge, led by Captain George Stacy. Doctor Octopus stood up on his strong metallic arms, and faced the web-slinger.

"I can't wait to study that amazing suit of yours." Doctor Octopus exclaimed.

"**Shut it!" **Spider-Man shouted, throwing a blade at one of Octavius' bottom arms. The sharpness of the blade normally wouldn't have cut through Doc Ock's indestructible tentacles, but with the strength of Spider-Man, it didn't matter, it sliced right through it. Sparks flew and Ock screamed as he lost connection with one of his arms, and lost his balance.

Spider-Man leapt toward Octavius quickly, but was met with the sweep of one of his top arms. He wasn't going without a fight. He developed this plan, this team; he was going to get the job done.

The hero quickly recovered from the hit, and went right back into attack mode. Launching himself toward the villain, he dodged two more attacks from the upper tentacles, and then a sweeping of the third one, leaving Octavius vulnerable. Spider-Man punched him twice in the gut, and then a right jab to the face, shattering his glasses.

Captain Stacy and Jean DeWollfe arrived on location with Carter and Macendale securing civilians. They spotted the new Spider-Man putting the smack down on Dr. Octopus.

"**Because of you . . . he got away!"** with each word of anger, he landed another punch, one stronger than the other. Octavius couldn't even focus enough to communicate with his arms, **"I'll make you pay!"**

"Spider-Man!" Captain Stacy shouted.

_**Do not worry of them, finish the job!**_

_Captain Stacy . . ._

_**Kill him!**_

Kill? No . . . that's not us . . . is it?

Spider-Man looked down onto the bruised and bloodied face of Doctor Octopus. The dark hero picked him up by his collar, **"Tell me . . . how did you manage to escape!"**

Octavius was stunned. He could barely speak or manage a thought.

"**TELL ME!"** Spider-Man shouted.

"King . . . pin." Ock mumbled.

_**Fisk . . .of course, how could we have missed it. Not only do we have the power to put that philanthropist phony behind bars for good . . . he would have the info we need to catch Carradine . . .**_

With ease, Spider-Man tossed Octopus aside, who landed on the concrete. Spider-Man swung away. He had just defeated the Sinister Six. Five out of six were incapacitated, while one chickened out. This was just one more thing to check off his to-do list . . . next was his Uncle's killer, who he had watched get away one too many times.

Meanwhile, the cops began to enter what was once a war zone. Captain Stacy was disgusted of the bloody face of Dr. Octopus. He checked a pulse and was glad to see he was still alive, if not barely.

"Captain Stacy . . ." DeWollfe said with a fear in her voice.

"I know . . ." Captain Stacy replied, showing that he was worried of Spider-Man's new way of dealing with these villains.

"We can't let him keep up with this 'heroic' act if this is the result!" DeWollfe added.

"Your right, DeWollfe, and I'm going to make sure it doesn't happen."

"What are you going to do?" She asked.

"Whatever is necessary." He said with a saddened voice.

**Allen Residence, Late that Night.**

Mark Allen laid against the wall on his old bed. It still had the basketball bed set from when he was young. He was tossing a baseball into the air, catching it as it came back down. He repeated this process over and over as he thought over how his life had gone the past months. His thoughts were interrupted by a soft knock on the door.

"Come in." Mark said.

Liz opened the door to his room, "Hey." She said softly.

"Hey sis." He replied.

"How are you?"

"I don't know really." He said as he lost concentration to the ball. It fell off the bed and rolled down to Liz's feet.

"I think we should talk, if that's alright with you." Liz asked as she picked up the baseball.

Mark sighed. He knew she would eventually want to go into more detail about why he left, where he's been, and why he's back.

"Where do you want me to start?" He asked.

"Why did you leave us?" She asked, sitting down in the desk chair, leaning over its back.

Mark leaned his head back as he thought it over, "I was angry. We've both been through parents divorcing, I couldn't take the constant fighting between your mom and my dad. And because it split them apart, I felt it was splitting us apart."

"Well, I was pretty angry when I found you split. It felt like you abandoned us." Liz added.

"I thought you'd be happy. From what I could sense, I wasn't your favorite person." Mark replied.

"Well sure, there were some things that I could've done without . . . the random disappearances, cheating on my best friend in high school."

"You didn't talk to me for a month after that one."

"Can you blame me?" Liz said.

"No, I can't . . . it was part of my rebellious nature you could say. After I ran away, I found an old a dumpy apartment where I stayed for a few months. the rent took up all of my life savings, and the random jobs weren't keeping me stable enough. Soon, I lost my job, my home, I had nothing. I didn't want to come back home, because I knew of the drama that had been going on."

Liz knew all too well what that was as well. She had wanted to move out for a while because of her parent's fights. It's a lot of the reason she took the job at OsCorp.

"Anyway, I filled out several job applications. One of them being at Roxxon Industries as you know. It was small time crap. Anyway, that's when all this happened . . .

**One Week Ago, Roxxon Industries**

"Mark Allen, is it?" Justin Hammer asked as he held out his hand.

"Yes, you must be Mr. Hammer." Mark replied, shaking his hand.

"I read your application, and see that you've really jumped from job to job."

"It's hard to find a stable place to work . . . especially in this economy in a city of thousands and thousands of people."

"What if I told you, that I could pay you enough money to last you for six months . . . if all you had to do, was undergo a test. It has to be completely under the radar though."

"What kind of test?" Mark asked curiously as he walked with Justin into the elevator. He pressed a button to go downward into the underground labs.

"A simple blood test, we are comparing samples of blood from different . . . species." Hammer said.

"A blood test, huh?"

"It will take mere minutes, Mark . . . trust me, what have you got to lose?" Hammer said as he introduced him to another lab assistant, "This is Rick Jones, he is heading this section of this experiment. He specializes in different forms of radiation, specifically gamma rays, today however, he is studying a blood sample that is a different type of radiation, one that this world has never seen.

Mark never really paid much attention in science class, but even he was impressed with how big this operation is.

"Mark, why don't you head into that room, we'll fill you in with more details in a moment." Hammer said, opening a test room. As Mark walked in, Justin panned over to Rick.

"I'm assuming you are ready." Justin said.

"We've been studying this blood sample you took from Spider-Man for weeks. It's not mutant like we assumed, it's some sort of genetically altered blood. To be honest, I don't even think I can explain it!"

"I don't care what it is rick, I care about what it does. Do you realize what you hold in your hand? Now I have a test subject in there that is more than willing to find that out for us."

"You want me to test this on a human? Are you crazy? Just because we mixed elements from Spider-Man's blood with other chemicals doesn't mean it's going to have the same effects. We don't know what to expect!"

"That's the beauty of it, aye?" Hammer replied, ignoring all concerns from Rick Jones.

"I'm not doing this!" Jones said.

"It's not an option, Rick . . . I want answers and now . . . and if I see any of this in the globe tomorrow, I'll make sure that the pieces will fall where they may." Hammer threatened.

Rick was angry. He grasped the reddish-orange serum in his hand tightly. If he was any stronger he might have shattered it in anger. But he entered the testing room where Mark was waiting.

"Hey doc, so what's the deal?" Mark asked.

"We're going to take a sample of your blood now." Rick said, holding the injector in his hand. There were two tubes, one of them filled with the red liquid, and the other empty. He pushed the needle into his skin on his left arm, and as one tube emptied the serum into his body, the other retrieved a sample of his blood.

"There, we're done."

"That's it? That's all I had to do?" Mark asked.

Rick quickly left the testing labs, allowing Hammer to deal with it himself. Mark stood in the lab, rubbing his arm, which quickly grew red around the area.

"Hey, are you sure I'm okay?" Mark yelled out, "My skin is turning red . . ."

Hammer watched from behind the one-sided glass as Mark began to worry. He fiddled with the door handle, but it wouldn't open.

"Hey, what is this a joke? Let me out!" Mark shouted as he began pounding on the glass. Soon the whole left side of his body was a burning red. He could feel the pain as it spread through his bloodstream. He continued pounding and pounding, until there was finally a crack beginning to form in the glass. He was beginning to receive the strength of a spider, with a few side effects in the process. His skin was boiling now, he clothes began to burn off and fall to the floor as his entire body was consumed in red hot aura. The temperatures inside the room were rising.

Hammer began to evacuate the area when he realized that he would be escaping any minute now, and he was right. The glass was soon shattered and the new Molten Man stepped out, his bare feet were unaffected by the shattered glass as all it did was melt it when he stepped on them.

"HAMMER!" He shouted as he began thrashing the labs. Fires started and sprinklers began going off. Steam rose from his body as the water touched him.

"AH!" He shouted in pain as the cold water touched his boiling skin. As his temper and body cooled off, he realized his hands and forearms were starting to grow skin back. It's as if he had adjusted to the power. He grabbed a jacket to cover himself up with, and went out a secret door that led out of the building.

**Allen Residence – Now**

"I can't believe that happened to you, Mark." Liz said as he told the whole story.

"I know, I didn't even get my fucking money, and now I have this curse . . ."

"How hard is it for you to control exactly?"

"I just can't get stressed or excited too much or otherwise everything around me will start melting." Mark replied.

"Well, despite all we've been through . . . I am sorry, for all you've gone through . . ." She consoled him as she threw the baseball back at him.

"Thanks, it means a lot." Mark replied as he caught the ball.

"Oh, and for dragging you through the OsCorp labs last night."

"Hey, what's life without a little adventure? I am curious how you plan to deal with your boss dealing with creeps like Green Goblin."

"Mark . . . I don't think he's just holding the Green Goblin's weapons . . . what if . . . what if he is the Goblin?"

"Are you kidding? No way, I've seen the guy, it doesn't add up at all."

"It still scares me . . . that man attacked several people . . . and Harry . . . I can't even imagine the consequences of all this."

"I'm sure this is all in your head, Liz."

"My head? My brother is in here with a heated superpower that goes off when he's tempered, there's a man swinging around the city in red and blue tights, and my boss is dealing weapons to criminals!"

"Actually I thought his costume was black now . . ." Mark said sarcastically as Liz began stressing over her involvement in this, which would've never happened if she didn't stumble upon those papers. She took out the photo from her back pocket she kept with her. She stared at the Goblin fighting Spider-Man.

"I just don't know what to believe." She said to herself.

**Fisk Towers**

Wilson Fisk, also known as part time crime lord Kingpin. He had really been behind the scenes since the whole Green Goblin ordeal. After he had been attacked, he tricked Alistair Smythe to create killer robots for him. However, due to Beetle's failure in killing Smythe, he was able to confirm who the Kingpin really was.

He sat at his desk. three cameras surrounded his room, and an armed guard stood in front of the door entering his room. A large television screen was on, showing the destruction caused by the Sinister Six and Spider-Man.

"Hmm, it appears this wasn't worth the trouble after all." Kingpin muttered to himself.

He was then quickly caught off guard by the shattering of his large glass window in which Spider-Man flew through, striking his famous pose. He shot a large web at the guard right away, taking him out of the picture.

"Spider-Man, what an unpleasant surprise." Kingpin greeted.

"**feeling's mutual . . . Kingpin"** Spider-Man replied, showing that he knew who he was.

"I must say I am impressed at your disposal of the Sinister Six."

"**Approval from you makes us wanna puke."**

"Either way, I believe congratulations are in order. You have managed to make yourself a public menace within a few days." He said, referring to the news report on the television., already coming out of Spider-Man delivering a punishing blow.

"Several victims of the attacks report witnessing Spider-Man acting just as bad, if not worse than members of this Sinister Six. Police are in control of the scene now. Five of the six have been taken into custody, while Mysterio, also known as Quentin Beck was not at the scene." the news reporter said.

"I think that pretty much explains it all." Kingpin replied, "You're really doing me a favor. You may have put a huge dent in my operations, but my making yourself an enemy of this city; you will no longer have the glory of the spotlight to help you in your endeavor, the authorities will no longer let you roam as you please."

"**We'll do whatever it takes to bring you down."** Spider-Man threatened.

"Will you really?" Kingpin asked as he turned to face his mini-bar to make a drink, but Spider-Man shot to webs at his back, and yanked him over his head. He rolled and landed just by the open window.

"**Listen fat man and listen well, we didn't come here to listen to you babble. we came for answers, now where is Dennis Carradine!" **Spider-Man shouted.

"Dennis Carradine? Now what would you want with a small time thug like Dennis. I wouldn't even remember his name if he wasn't the first of my empire to be convicted because of you."

"**Well, now he's escaped, and why wouldn't he come running back to you?"**

"Maybe because he's reformed."

"**Your lying! Where is he!"**

"I'm not."

"**TELL US!"**

"You know I'm telling the truth, but for whatever reason, you want him to be a criminal, so you won't feel guilty about beating him to death."

"**We are WAY past guilt now, Fisk . . ." Spider-Man said, insinuating a violent nature.**

Suddenly, Captain Stacy kicked open the door to Fisk's office, and drew his weapon, catching the attention of Spider-Man and Fisk. He had followed Spider-Man in this direction, once he realized where he was, Stacy knew exactly where Spider-Man was headed.

"Hands up, Spider-Man." Captain Stacy commanded.

"**You know just as I do who this man is! He is going to get what he deserves!" Spider-Man said violently.**

"That's not your choice to make!"

"Why not? I have the power to make that choice now!"

"Being a police captain, I have a lot of power, but we've been taught to use it responsibly!" Stacy yelled.

_Responsibility . . ._ Peter thought, suddenly, his thoughts went from anger and hate to his uncle's famous words.

Spider-Man held Kingpin by his collar. hebegan trembling, as if he was fighting himself in some way, but that was quickly halted by Captain Stacy's handheld transceiver.

"_All units report, Carradine was spotted going into an old church. subject may or may not be armed."_

Suddenly, Spider-Man's thoughts were overcome by the hatred of Carradine. He chucked Kingpin over his head, and launched him out the window he had entered.

"No!" Captain Stacy said, who was just about to pull the trigger on Spider-Man, but something was holding him back

_Oh my god! What am I doing?_

_**Stop! He deserves this!**_

_No! I'm not a killer!_

_**Snap out of it! We are going to end this!**_

He quickly shot a web at the back of Kingpin. The string of black thread was the only thing keeping him from falling eighty stories to his death. Fisk stayed steady. His heavy figure may be held by some very strong webbing mixed with the alien Symbiote, but he still didn't want to move much.

"Spider-Man, don't move!" Stacy said, "I will fire if necessary."

Spider-Man looked at Stacy with anger, "Than you're an enemy." He leaped out of the window, and swung away.

Captain Stacy was disappointed. He was one of the few cops who truly believed Spider-Man was in the right, and as a Captain, a part of him felt guilty to know if he was truly wrong about the hero. He walked over to the window to make sure Fisk was still there. Knowing he wouldn't be able to pull him up, he made a call on his radio, "This is Captain Stacy; we're going to need about a dozen men up at Fisk Towers ASAP."

**Midtown General**

Mary Jane watched over her father who laid ill on the hospital bed. the machines were beeping slower and slower. His heart was failing, and she knew it. She felt like she had been crying non-stop since this happened. If anything it showed that she really did still care for her father despite all that he had done.

To make matters worse the one person that she thought she could count on had changed. She didn't want him here now. She regretted the twenty-plus calls she made to him. What she thought was something special had changed between them all due to a few bad circumstances. In the end, she couldn't help but feel that if this wasn't the case, that her and Peter would've become something very special.

Her mind couldn't focus. One part of her really liked Peter, and felt that he could easily be the one later in life . . . but the other half hated him for the way he acted toward her. The way he abandoned her. She had been abandoned once in her life by the person laying in front of her, and now she felt Peter had done that to her.

Suddenly, she shifted back to her father as the thoughts began to interconnect. She thought about the yelling that occurred the other day when he visited. She put her hand in his, and felt a light grip. She gasped at first, and then looked to her father. His eyes were barely open and his voice was weak.

"Daddy."

"Mary. It's so good to see you." He said weakly, "We never got . . . got to finish our talk." He said with disappointment.

"It's okay daddy . . . I didn't want it to end like this. I wanted to deny the fact that you were changing your ways. I was wrapped up in a closed mind. I'm sorry for the way I talked to you and . . ." Mary Jane began to ramble as tears streamed down her face.

"Stop . . ." Her father interrupted, "I needed to hear that . . . I deserved to hear that. I love you Mary Jane. You're my daughter, and I feel so angry at myself because I didn't see you grow up to be the beautiful and amazing woman you are today. I just hope that despite all I've done . . . you can forgive me."

Mary Jane watched his face. A small tear fell down his cheek, showing he was completely sincere. Her face was emotional as she nodded her head, "Yes daddy, I . . . I forgive you."

Her father smiled as big as he could when suddenly the heart monitor slowed down even more. Mary Jane looked at him and back at the machine.

"Please, no . . ." She said quietly.

Her father's eyes closed as his head fell to the side slowly, and rested on the pillow. His grip on Mary Jane's hand weakened and soon, his heart stopped. Mary Jane trembled as she watched her father pass away right before her eyes. She grasped his lifeless hand with both of hers and laid her head on it as she wept.

**Brock's Apartment**

Eddie Brock was humiliated, destroyed, and angry as he punched a large hole into his rundown apartment wall. He had lost his girlfriend, his job, his reputation, and his life all because of Peter Parker and Spider-Man. He had nothing left. Nothing at all. He was ruined. He couldn't focus because of all the hatred he felt.

"Peter Parker, If I ever run into him again . . . Spider-Man, if I ever get the chance . . ."

He mumbled to himself over and over. Spider-Man and Peter Parker were the only things on his mind. For the past month it was really all he was able to focus on. It was like they were purposely trying to make his life as miserable as possible.

Spider-Man as threatened him once during the Lizard incident when he was writing an article. He made a mockery of him while he was on a date with his girlfriend, and then caused him to blow up at the media because of his involvement in the Spider-Slayer fiasco. And then there's Peter Parker. Rivals ever since they started working together at the Daily Bugle, but Parker pushed the limit. Stealing articles right under his nose, and then showing off his fake articles just to get him fired.

"I hate you Peter Parker . . . I hate you Spider-Man . . ."

Eddie Brock was losing it. His mind was becoming fragile. He flipped on the television to try and clear his mind, but what came on only made things worse as it showed Spider-Man's activities on the bridge.

"Spider-Man is said to be heading Northern Manhattan, there are two cars in pursuit at the moment, we will update you more on . . ."

Brock launched the remote across the room and it shattered as it crashed into the television screen. Just the mention of his name sent Brock into a full on rage.

"Northern Manhattan huh? Least all I got to do is watch the skies." Brock mumbled to himself as he grabbed his jacket and left his apartment. He called for a taxi cab, telling the driver to head North.

**Church Tower**

Spider-Man landed on the side of a church tower. The night was dragging on as midnight was about to strike. It was around this time that Aunt May would probably starting to worry about Peter, but his Aunt was the last thing on his mind right now. His Uncle's killer was somewhere in this church, and he intended on finding him.

He crawled through a small church window, which took him into the church tower. He jumped down the middle of the spiral staircase which went all the way around the tower. When he landed, Spider-Man opened the large door to see a man in a hooded jacket on his knees in front of a cross hanging on the wall.

Spider-Man itched with anger. He was twenty feet from the man that changed his life. He heard police sirens beginning to close in on the area. If he wanted to get this done without any interruptions, he had to act quickly. He crawled up the wall, and onto the ceiling of the church. The killer was directly under him.

He released his hands from the wall, and fell down right in front of the hooded man. The man looked up and opened his eyes to see the dark hero in front of him. He stood up to face him.

"**So many things right now . . . so many things are going through our head . . . of what we want to do to you."**

"And I deserve everyone of them." Carradine replied.

"**You deserve more than everyone of them . . . you took the life of an old man . . . a man I loved and respected!" Spider-Man said, starting to get emotional, "Because you wanted a fucking car."**

Carradine didn't say anything. He just accepted Spider-Man's words.

"**And you think you're going to be forgiven because you're 'reformed'."**

"I don't expect forgiveness." He said.

"**You don't deserve forgiveness." Spider-Man screamed, grabbing Carradine by the collar of his jacket.**

What the killer didn't know was Peter was crying under his mask, and wasn't acting any of this out. He wasn't in control. The Symbiote was talking through Peter, acting through Peter, and living through Peter's emotions.

"I've done a lot of bad things . . . I get that . . . but I'm willing to pay for my mistakes." He said.

"**Good to know." ** Spider-Man said.

Suddenly, his spider-sense warned him of the oncoming danger approaching the church. Several policemen were right outside to arrest Dennis Carradine, and if Spider-Man was there, they were unlikely to let him get away.

Spider-Man grabbed Carradine, and headed back into the stairwell. He shot a web line straight up to the top next to a large bell, and pulled himself up along with Uncle's killer.

Shortly after, the front door of the church was quickly opened. Several police officers filed in, each one with their weapon drawn. Nobody knew what to expect especially with all the chaos that had ensued in the past few hours. They checked every corridor, every side room, but with no sign of anyone. As the cops searched the area, unknown to them, another man entered through the front door – Eddie Brock.

He had followed the news reporters and cop cars all the way to this point hoping to find the wall-crawler he hated so much. He stayed in the back of the church, hoping to avoid bringing attention to the cops. While the authorities searched down below, Spider-Man held Carradine in his hands up top near the church bell.

"**This look familiar?"**

Carradine didn't respond as Spider-Man held him in his grasp. threatening him with a long drop down below.

"**Remember the day we spared your life. The day that we didn't make you suffer the same fate as Ben Parker?"**

Spider-Man held him over the streets of New York. It was a long fall that would instantly kill anyone dropped at this height.

"Why a change of heart?" Carradine asked, not fazed by what he was going through now. He felt this was either what he deserved, or it was all a ploy to try and scare him. He was ready to accept whatever was heading his way. He did know that Spider-Man wasn't kidding though.

"**Because it's what's fair."**

Spider-Man then released his grip on Dennis, and watched him fall. He didn't scream or yell, he silently headed toward his death.

. . . And then struck Midnight.

The bell rang loud, and the alien suit that covered Peter freaked out, Tendrils and webs shot out from all over his body, as it squirmed in pain.

"AH, that noise, what the hell!" Spider-Man said

Suddenly, Peter's mind was open. His emotions were in control, and he realized all that was going on. As the alien was struggling, Spider-Man shot two webs down at Carradine. They reached him just before he hit the ground. Dennis let out a loud sigh as he was saved.

Up top, a new struggle was brewing. Peter thought more clearly than he had in days. It was a strange feeling for him.

"What is going on?" Peter asked aloud

_**You fool! You saved him!**_

_Where am I? How did I . . . I didn't want this!_

_**I was going to help you! Relieve the guilt that you burden on yourself. But because of your pathetic conscious . . .**_

_You . . . this is all because of you . . . you don't want to help . . . you want to destroy!_

_**We only seek to help, Peter Parker**_

_No you don't . . . all I am to you is a host . . . you're a Symbiote. You're using me, you tricked me . . . you controlled me!_

_**For your own good!**_

_Like the way I treated Aunt May? The way I treated Mary Jane! The way I treated Gwen? I hurt them all! You pushed them away from me!_

_**They hold you back from your true potential! Think of the power, what we could accomplish together!**_

_I accepted you . . . I trusted you . . . how could I have been so . . . irresponsible._

_**You place to much responsibility on yourself! we are relieving you of those duties!**_

_Stop! Get out of my head! Stop twisting my thoughts!_

_**It's too late Peter! We are one!**_

_No . . . no we are not._

_**You let us in, Peter our minds our one, our bodies our one . . .**_

_You've overstayed your welcome! I am not going to let you turn me into something I am not!_

Suddenly, the bell struck again, and the Symbiote screamed. Peter could hear his head pounding as the mental connection was felt. The alien was weakened by the loud noises. Somehow, someway, that gave Peter the opening he needed to gain the upper hand in this mental battle.

_The Bell . . . the loud noises._

_**Don't do this Peter! You will regret it!**_

Spider-Man walked over toward the bell slowly. He was mentally fighting the alien. It was difficult. The alien was not going away without a fight. He fought hard though, with each step he thought of his Uncle who always taught him that 'With great power, comes great responsibility' With those words he fought the alien's mind games.

**Down Below **

the police had begun to clear out, word came in of Dennis hanging outside the church from a few late night civilians out on the town. However, Eddie Brock was still searching for his revenge. He hid out from the cops, and continued throughout the church. He walked into the tower cautiously, looking for Spider-Man. He looked upward and noticed a disturbance among the bell. He knew . . . he just knew it had to be him.

As Eddie began to climb the staircase, he saw the black-suited Spider-Man standing near the bell, "I have you now . . ."

**The Bell Tower**

Spider-Man had finally inched close enough to the bell. He wound up, and with all his might, punched the bell. Because he was fighting the Symbiote, it wasn't even near his full strength, but it was enough to make quite a vibration.

The Symbiote cried out in pain as Peter began pulling the Symbiote off his chest. It squirmed, it screamed, but as the sounds got louder, it couldn't find back. He then ripped a piece of his arm. It continued to reattach itself with strands as he continued to pull, but it was in so much pain, it couldn't regenerate fast enough.

Peter than pulled the mask that surrounded his face, ripping it in half. The white eyes were then lost inside the black ooze that was now all over the ground of the bell tower. He smiled as he pulled off the last bit of alien that covered his body. For the first time in days, he felt free.

The alien crawled around the floor as it reattached itself from the ground. It grew bigger and bigger as each piece reconnected, but Peter was prepared. With his full power, he punched the bell, causing a crack to split right down the middle. The loud vibration caused the Symbiote to shrivel up. It looked for the quickest escape. It slid toward the hole, hoping to fall down as far away as it could from the noise.

Peter backed off toward the wall of the tower and fell to the ground. He was cold and unclothed, but was free. His mind was clear; he wasn't fighting himself or anyone else. It was over.

**The Staircase**

Eddie walked up slowly. He could hear screaming and conflict up above. It was dark and he couldn't see anymore than what little moonlight showed. As he walked upward, he felt something fall onto his arm. It felt like a large drop of water. He wiped his left arm, and it stretched to attach to his right hand.

"What on earth . . ." He said to himself as he continuously tried to clean his arm off.

As more and more of this stuff fell upon him, he became frightened as it slowly consumed him.

"What is this, get off of me!"

Eddie continued to pull off, but it was no use, the Symbiote was overpowering him. Eddie fell to the ground, now completely consumed in the black ooze. He lifted his head up and screamed. His face consisted of jagged white eyes, and a large jaw and his tongue slithering like a snake. The hatred of Eddie Brock caused his appearance to be that of a fully grown mature alien Symbiote. It fed off his brain, his mind, his hatred and anger. With their minds connected, one thing was clear to Eddie Brock, he no longer had two enemies, but one. Taking on the memories and feelings of the previous owner, Eddie now had the power to accomplish his one simple goal - Killing Spider-Man.

**Next Chapter: Venom**


	27. Chapter 27: Venom

**The Marvelous Spider-Man**

**Chapter 27 – "Venom"**

**Previously . . .**

Liz and Mark Allen had a few adventures in OsCorp, nearly getting caught after going through some of Mr. Osborn's things. He also revealed he was given new powers by Roxxon, thanks to Justin Hammer, and reporter/scientist Rick Jones. Mary Jane had suffered a lot lately, first with Peter, and then her father who died shortly after having a heart attack.

The Sinister Six, helped put together by Kingpin, were subdued by the Black Spider-Man. Afterwards, he fight long and hard to search for the killer of his Uncle. after nearly killing him, Peter realized what had come over him with the alien Symbiote, and fought with all his might to release it from his body and mind, however, it found a new host in an angry and hateful Eddie Brock. Now Peter must deal with the aftermath of his treatment to his friends, his family, and of course, the guilt on himself after almost turning to the darker side.

**Early Morning, Parker Household**

Peter opened his eyes quickly as if he was awakened from a horrible nightmare. Looking over at the clock, it was five in the morning. He grabbed his phone over on the nightstand, on the front it said "no new messages" Peter sighed loudly. He got out of bed and put on a robe that was lying over the chair.

It had been five hours since the events last night. He obviously couldn't sleep on it. He wasn't even that tired. His mind was racing too much to get a full nights rest. He walked over to a mirror on his wall. His hair was all one sided from sleeping. He stared at himself. Flashes of the black mask could be seen as memories from recent nights popped into his head.

He felt guilty that he allowed himself to be taken in by the alien Symbiote. He felt pain for what he did, the way he acted, and the people he hurt. Although his memories were quite fragmented from last night, mostly because the Symbiote was in more control than he was, there was still the feeling of anger, pain, and agony.

He opened his bedroom door and walked downstairs. His Aunt May was already up preparing a cup of hot tea for herself in the early morning.

"Peter, what are you doing up so early?" She asked.

"I couldn't sleep." Peter responded.

"Would you like a cup of tea?" She asked sweetly.

"That sounds nice." He smiled as he sat down at the kitchen table.

Aunt May prepared another cup for Peter, put a little squirt of honey in it, and sat down with him.

"I don't remember the last time we actually sat down and had a cup of tea together."

Peter smiled, "I don't either." He said, warming his hands around the cup, "Aunt May . . ."

"Yes, dear?"

"I'm sorry for . . . the way I've been acting lately." Peter started, "I've been . . . I don't even know how to put this. Irresponsible, rude, selfish . . . The way I talked to you the other day, and the way I have been basically coming home late at night only to never see you for days. I've been caught up in . . . life. I guess . . . I've been putting other things before you, and I'm sorry. Like you said, I don't remember the last time we sat around and talked."

Aunt May nodded her head as she went through his words, "I understand things are difficult for you, Peter. As a young man, you are forced to make choices that . . . may or may not be the right one."

"And I've made some wrong ones lately . . ."

"Well, I don't know what those choices are so I can't say for myself. But I do know you, Peter, and I love you like my son, and I know that you are the smartest young man I've ever known."

Peter smiled at her compliment.

"You are smart, strong-willed, and even though you may make a wrong choice or two . . . you will always be there to make things right."

"What . . . what if there is no way to make it right? What if we don't have a choice?"

"We always have a choice, Peter." She said, causing Peter to think over some things.

Aunt May smiled as they both took a sip of their tea, "How are things with Mary Jane?"

"Well, you see . . . that has really been a part of my bad choices."

"How so?"

"I have been neglecting her . . . pushing her away . . . I wasn't there when she needed me . . . multiple times I have . . . just ignored her."

"Why is that?"

"I don't know, Aunt May . . . I don't know why I did those things . . . and then there's . . ." Peter stopped.

"What?" Aunt May asked softly.

Peter sighed, knowing he would have to face this issue sooner or later, "And then there's Gwen."

Aunt May nodded her head, knowing that he was in a tight spot between two great women.

"It's been such a puzzle between us. Ever since we met, our relationship has had so many ups and downs. I almost feel as if we haven't reached our full potential. Whether it be friends, or more than that . . . I didn't take the opportunities I had . . ."

"Why didn't you take that opportunity?"

"Because I was with Mary Jane, I liked her a lot, I cared for her, and I didn't want to hurt her. I didn't have a choice."

"As I said before, Peter . . . You always have a choice. Sometimes our choices can hurt the other person. . . but at some point, we just have to do what is best for ourselves, or you're going to be hurting yourself, and this other person in the future."

"I just feel so bad for all I've done . . . I've hurt so many people I love." He said, looking down at his reflection in the tea, "Sometimes I look at myself, and I think . . . is this who I am? Is this who I want to be?"

Aunt May smiled as she reminisced, "Your Uncle Ben did that often. He would look in the mirror every morning and examine his life, his past days, the choices he has made, and he did what he could to make the responsible move . . . he always said that with . . ."

"Great power, comes great responsibility." Peter finished, "I have never forgotten those words since the day he died."

"He was a wise man, and I see him in you."

Peter looked down to his tea, thinking over all they've talked about, "Aunt May, Do you think there are choices that can't be forgiven?"

"Forgiveness is a personal thing. Not forgiving is unhealthy. It stores up inside, it can make you angry and hurt you, however the hardest thing is not forgiving someone else, sometimes it's forgiving ourselves.

Peter took in all his Aunt May was saying. It was nice to get to sit down and talk with her. It had been so long since he shared his life with her. He had a lot to go over, and he wasn't going to sort it all out in one day. He stood up and began to walk back up stairs.

"Aunt May?" He asked innocently.

"Yes?"

He took a minute to think over what he was about to say, " . . . Never mind." He said, and continued to walk up the stairs. He also realized that some choices had to wait for the right time.

He picked up his phone from the nightstand and called Mary Jane. After letting it ring several times. He hung up. It was no use getting to her. He was going to have to visit her after classes today, which he would have to make up for ditching yesterday.

He decided to try and get some more sleep before he had to wake up, but before he did, he looked into the mirror. He sighed as he thought over all that has happened, and what his Aunt May had told him.

"Forgiving ourselves is the hardest thing to do." Peter said to himself, "I'm sorry Uncle Ben."

He removed his robe, and climbed back into bed. Tears fell down his cheek as he cried himself to sleep for the rest of the night, thinking of his beloved Uncle.

**Three hours later . . .**

Peter prepared for the morning classes. As he was getting dressed though, he was surprised to hear a doorbell from downstairs. He looked out his bedroom window, surprised about not seeing a vehicle or person.

"Peter! It's for you." Aunt May yelled out from downstairs.

Peter was baffled. He had no idea who would be here for him this early in the morning. He quickly slipped on a pair of jeans, and ran down the stairs. To his surprise, standing in the doorway was the beautiful Gwen Stacy.

"Hi Pete." She said shyly.

"Gwen . . ." Peter replied.

Aunt May smiled at Peter, and left the area, while Peter walked toward the front door.

"What are you doing here?" He asked.

"I thought we could grab a bus to school . . . if that's okay with you?"

"Yeah, yeah . . . um, just . . . let me grab my bag." Peter said before quickly walking back into the kitchen. He was shocked to see her here after the fight at ESU.

He grabbed a bag hanging over the kitchen chair, and saw Aunt May putting up some dishes, "Gwen and I are going to school now."

"Have fun!" Aunt May smiled.

Peter fumbled around with his bag for a minute, looking over at Gwen as she waited for him, "I will."

He walked back to Gwen, and they left his house, roaming down the sidewalk toward the bus stop.

"So, what's up?" Peter asked.

_What's up? . . . Stupid way to begin . . . stupid, _Peter thought to himself.

"Um, not much . . . I'm expecting a call from that modeling agency in L.A. today. Yesterday was the last of the photo shoots so . . . I'm a little nervous."

"Oh . . . well, I'm sure you'll get the job." Peter encouraged.

"Thanks . . ."

There was a small silence between them before Gwen decided to keep things going, "Thomas . . . doesn't want me to go."

"What?"

"He wants me here with him in New York."

"Well, Gwen, that's a choice you have to make on your own." He said.

"I know, I told him that . . . but he just keeps pushing the issue . . . I don't know . . . He's great, but . . . he's not . . ." Gwen stumbled with her words, looking up at Peter, and then back to the ground, "never mind, I'm probably boring you with this . . ." her words trailed off into a laugh.

"No, no, really it's cool . . ." Peter said, starting to smile.

Another silence fell upon them. It was hard just to carry on a conversation just because of the friction that was put between them. Peter wanted to get rid of that as they approached a bench at the bus stop.

"Listen . . . Gwen."

"Yeah?"

"About yesterday . . ." Peter started to speak, "I didn't mean . . . anything . . . I know I hurt you, and I'm sorry . . . that wasn't me . . . " He said as he sat down.

Gwen nodded her head, "I know Peter. It's part of why I came here. To check on you. Make sure your okay."

"I am . . . and thanks. I just . . . It's inexcusable though . . . I hurt you . . . I have hurt you. I've made some bad choices and . . . it's cost me some good friends." Peter replied.

"Well, yes . . . I was hurt . . . and to be honest, after yesterday, I thought you really had thrown in the towel on our friendship. For the past few months, I haven't been sure where you wanted us to be. Buddies, or at the bottom of a river."

Peter felt bad hearing her side of it. It showed what kind of impact he had been having on people, especially Gwen.

"I promise, Gwen, I'm not going to let that happen again. I want us to be close, and I want us to be able to have the relationship that we had before all of this started."

"I do too." She said, turning away, "That day . . . between us . . . at ESU, was both the worst and best day of my life."

She turned back to face Peter, "Because I finally got all I've been feeling out of the way, but at the same time, pushed us away."

"Well, you sort of have this strange uncontrollable attraction." Peter joked slightly, causing her to smile, "Maybe it's just me, but it's something that I've been failing at trying to put away for a long time . . . I've tried to deny it, but even MJ could see it . . . I couldn't avoid my true feelings."

"I think we both have been unable to avoid them." She admitted, despite being in her relationship with Thomas.

"But at least you never tried to avoid us as friends, I did . . . and for that, I'm sorry." Peter said, "And I promise, I'm not going to ever throw in the towel."

Gwen smiled as the bus arrived at the stop, they both stepped aboard, and thinking over all that had been said. The feelings were there, they were always there, have been since they first met, but there have just been some things that didn't fall into place. Some choices that pushed them apart. At least now, Gwen and Peter both knew where they stood. They still had a few kinks to work out. But they wanted to make it work. Of course, they were both in their separate relationships as of now, and Peter and Gwen both had to make the right choice.

**Empire State University, Campus Grounds**

Peter and Gwen arrived on campus together. Liz, Harry, Flash, and Mark were hanging out by the fountain. They both headed in that direction.

"Hey guys." Harry greeted them.

"Wow, good to know you two don't completely hate each other's guts." Liz said, bringing out the issue immediately.

"There's still a lot to be worked out." Gwen began, looking at Peter, "but there have been steps forward."

Gwen began scooting behind Peter unnoticeably to everyone. She felt a little out of place with Mark in the group. She hadn't seen him since they broke up, and as of now, didn't want any part of him.

"Hey, Pete, I'm going to head to class now, I'll see you there?" She asked.

"Yeah." He said as Gwen quickly left the area.

"What was that about?" Harry asked.

Nobody wanted to answer the question despite everyone knowing the answer. Liz quickly tried to reverse the subject, "So, you two good now?"

"Yeah . . . we talked on the way here, and I think things are going to be progressing forward."

"How forward?" Liz asked, not being shy about wanting answers.

"Well, I don't know that yet. There are still some things I have to work out before I even go there, first things first is making sure I have that stable friendship with Gwen. I don't want to rush things."

"Great! Oh, Peter, this is Mark, my brother." Liz introduced.

"Hey, nice to meet you." Mark said to Peter.

"Same here . . . you go to ESU now?" He asked.

"Oh, no, I'm just here with Liz right now . . ." Mark said, but Liz gave him a look.

"But I might by next semester." Mark added, "You know, get my life together."

"Cool . . . well; I think you'll really enjoy it here."

As the time came for classes to begin, Harry, Liz, and Mark all went their separate ways while Flash and Peter headed for their science classes with Dr. Wirtham.

"So, Peter . . . I been meaning to talk with you about yesterday. You know with Thomas." Flash said, "I hope this isn't like going to be a regular thing, you getting aggressive on people."

"It's not, Flash. Yesterday . . . I got into something real deep . . . I had a lot of things on my mind and I was a real mess, and blew up at a lot of my friends."

"Okay, just looking out for ya, you know? I've been where you were yesterday, and . . . I don't wanna see you go down that road I did . . ."

"I promise I won't . . . but thanks for looking out for me." Peter replied.

Flash smirked as he and Peter walked into class. Peter took his usual seat right behind Gwen Stacy, while Flash took one in the upper corner of the classroom. It was nice that they were getting along. Despite all the troubles that had developed through high school with them. Flash was really coming along, and becoming a good friend for Peter to have.

**Daily Bugle**

It was getting difficult for Peter to get used to taking a cab. After destroying one of his two suits last night, he only had one, and because of Gwen's sudden arrival, he didn't have a chance to gather his suit or equipment. However, there were still some duties he had to take care of here, both personal and work related.

As the elevator door opened on his floor, the Bugle was just as hectic as ever. He walked to the secretary's desk, greeting himself to Betty Brant, "Hey, Betty."

"Hi, Peter." She said quickly as she gathered a load of papers and handed them to Ned Leeds.

"What's going on?"

"Um . . . you're not gonna like it . . ." Betty said.

Suddenly the office doors of J. Jonah Jameson were knocked open. Jameson stood there with a cigar on his mouth a smile bright on his face. He walked over to Robbie, and passed him some more articles.

"Mr. Jameson?" Peter called.

"Ah! Parker, just the person I wanted to see . . . check this out!" Mr. Jameson slapped down the front page for this week's paper.

Peter grabbed the paper and read the front page title, "Spider-Man Assaults Philanthropist Fisk"

"No . . ." Peter moaned under his breath.

"Isn't it beautiful? Finally I got the video and photo proof I need to put the wall-crawling menace behind bars for good. All Thanks to Fisk! And my son is being released from the hospital today!"

"Glad you're having a good day." Parker said.

He turned to Robbie, letting out a big sigh, which the editor-in-chief happened to notice.

"Rough night?" Robbie asked.

"You could say that." Peter replied.

"It's not every day that your hero is getting blamed for crimes." He said.

"Actually it is every day . . . here at least." Peter said

"Except this time there's actual proof." Robbie added.

"You don't really believe this do you?"

Robbie sighed, "To be completely honest with you Peter, I don't know what to believe. Captain Stacy has already put out a warrant for the Spider-Man's arrest. From what I heard, he got close up on the action."

Peter was so ashamed. He had really earned it though. He dug himself the deepest hole both as Peter Parker and Spider-Man. Now his alter-ego was being hunted down by the cops – officially. At this point, he was just surprised he hadn't heard anything from Nick Fury.

"Hey, do you know where Eddie might be?" Peter asked before leaving Robbie alone.

"He's supposed to pick up his final paycheck today. I wouldn't stick around if I were you though . . ." Robbie warned.

"I know . . . "

He had really put himself in a hole as Spider-Man this time. Attacking the Kingpin allowed him to get the public attention he didn't want or need. It just frustrates him that he has never been able to get the proof he needed to put Wilson Fisk behind bars, because at this point, he's winning this fight. Peter went back into the elevator. Being unable to find Eddie Brock almost worried him. He saw the hatred after he left, and he didn't trust him as far as he could throw him.

As the elevator went a few floors down, it quickly stopped. The lights went out, and you could hear the mechanics starting to shut down.

"Uhh, crappy Bugle elevators . . ." Peter said.

Suddenly, the elevator snapped from its cables, and headed downward fast. Peter acted quickly and knocked open the top hatch of the elevator, jumping through before the elevator smashed the ground. The loud impact was enough to warn everyone around. Peter stuck to the inside of the elevator walls.

"Whoa . . . talk about scary." Peter said.

"You think that's scary?" A dark, growling voice said from above.

Peter looked upward toward the voice. It was so dark in the shaft that Peter could barely see anything except two white eyes quickly heading toward him. He didn't have time to respond while he was pounded down nine floors, smashing onto the downed elevator.

"Unnnnhhh" Peter moaned as he felt every bone ache. His spider powers gave him some durability, but not enough to handle that kind of attack. Without any time to gather himself, he was thrown through the wall and into the Bugle lobby.

Peter hit the receptionist desk, and flew off through one of the windows in the front, landing on the sidewalk. Some people on the street caught attention of the loud noises. Peter slowly picked himself off the pavement, crouching, he shoved off some glass that was sticking to his jacket, and wiped some blood off his mouth.

He slowly looked up back into the Bugle. He peeked around inside the corner where one of the secretaries looked back with her mouth covered. He then noticed some of the civilians around him screaming, but he saw no one inside the Bugle. He didn't see or feel any threat.

"Boo." a dark voice said from behind. Without anytime to even turn around and without any warning from his spider-sense, He was picked up, and thrown over the enemy's shoulder, landing on the roof of a small two story building.

Peter rolled several times before coming to a stop, "Who is this guy . . ."

Suddenly, the large villain landed on the roof. All Peter could see were two black feet with three claws on each foot. He looked up higher and gasped at what he saw on the chest. The white spider symbol that he wore on his chest the past couple of days, but his face is what disgusted him. With tons of teeth, a slithering tongue, and jagged white eyes, he was up against quite an animal.

"Who are you?" Peter said weakly.

"You don't recognize us, Peter? Or, shall we call you, Spider-Man?" The large alien said with a growl in their voice.

Peter was shocked. Whatever this thing was knew who he was, "How do you . . ." He began to ask.

"Wow, for a science major, you're pretty dumb." It said, walked closer to the downed Peter, he pinned him up against the rooftop access.

"Maybe some facial recognition will help out." The monster said.

Suddenly, the alien's face peeled back from the mouth, and revealed the face of Eddie Brock.

"Eddie?!" Peter said shocked.

"That's right . . . you know, I don't understand how you could give up such a great blessing! Of course, you know the alien Symbiote I'm talking about. It's amazing how much knowledge you passed on to the creature." Eddie said.

"The Symbiote . . . how did you . . . no . . . no, I don't believe this."

"Believe it, Parker, we know everything about you. You ruined our life piece by piece . . . now it's our turn; it's Eddie Brock's turn! It's Venom's turn!" He shouted as the alien covered his face.

Peter listened to him babble on long enough, he tried to release Venom's grip on his neck, but it was no use, he was stronger. It makes sense to him now though. The alien was a Symbiote. It stole characteristics from its host. Not just the anger and the hatred, but his spider-powers as well and now his spider-sense wasn't even affected by it. With the rejection of the Symbiote, it only added to Brock's hatred, and now he was fully immersed with the alien being.

"What are you going to do Eddie?! Kill me? What would that accomplish!?" Peter shouted.

"Oh, please killing you would be too easy. No . . . we want to make you suffer like we did . . ."

Peter continued to struggle as Venom kept his grip.

"How about revealing your identity to the Bugle? Maybe lose your job or get you arrested. How about Aunt May? She could sure use some company, right? What about Mary Jane? Gwen Stacy? They've been so rejected by you. They need some . . . consolation." Venom said deviously.

"If you lay one finger on any of them . . ."

"Who's gonna stop us . . . Spidey." Venom mocked and then launched Peter across the street into the Bugle wall. With no web shooters, Peter couldn't swing. He tried to gain his balance and land perfect on the wall, but the throw was too powerful. He crashed against the wall, breaking some bricks as he fell down to the ground.

His body was bruised, his face was bleeding, and his family and friends were in danger, as well as his identity. Venom knew everything about him. All his memories, all his feelings, the Symbiote has shared those with Brock, and with no spider-sense to warn him of his presence, Venom could be anywhere.

**Watson Residence, half hour later**

"Aunt May, I can't explain it right now, just please get downstairs, and lock all the windows and doors. I have to go now I'll be home soon!" Peter said over the phone.

_Not like it would stop Venom . . . but I have to get to those closest to me first, it's likely where Venom would strike first._

Peter hastily knocked on Mary Jane's front door, to his relief she was still there.

"Oh good . . . you're here . . . Mary Jane . . ."

"What are you doing here?" Mary Jane asked with a tissue in her hand.

"I came to warn you, listen there . . ." Peter was once again interrupted.

"Warn me? That you were coming? Please . . . I wish you would have."

"Mary Jane . . ." Peter said, feeling heartbroken.

"What do you expect Peter? That everything would be right? You abandoned me!"

Peter was speechless. She was right, he did abandon her, and he had no excuse because of his duties as Spider-Man. With the alien Symbiote affecting his brain, it only made it worse.

"I . . ." Peter started.

"You abandoned me!" She yelled, "You abandoned me when I was being mugged, you abandoned me when I needed you with my father, and now he's dead. Where were you then, Peter?!"

Peter's stomach was in knots and his heart was splitting. He didn't realize how much he had neglected her.

"I have . . . no excuse . . .", Peter replied, "I get it . . . I'm worthless, I'm so sorry about your dad, but I didn't mean to hurt you in any way!"

"Well you did, just like my father did years ago . . ."

"Mary Jane . . ." He begged.

"Just go, Peter." She replied, closing the door.

Peter stood there, speechless. What could he do though? He already made his mistakes, and this time Mary Jane wasn't willing to forgive them, for now at least. He stepped back, deciding to give her some time. He truly felt bad for Mary Jane and what she had been through and how he wasn't there for her, but there was also a half-alien, half-psychotic man running around and threatening his family and friends.

He decided to head home quickly, to check up on Aunt May, and grab his costume and webs for faster travel. He would need all he could to go up against Venom. From their conflict, it was clear this would be one of the toughest, if not the toughest enemy he's ever had to fight.

**Parker Household**

Peter quickly ran up to his house, and opened the front door. He was worried as he walked into the kitchen. There were pots and pans scattered around the floor, utensils thrown all over the counter, and a chair that was knocked over.

"No . . . Aunt May?" He yelled.

Peter's heart starting pounding as he began searching the house, "Aunt May?!"

He backed against the wall of the kitchen, and opened the basement door, screaming in fear when he saw Aunt May standing there with a box of utensils in her hand. Aunt May was shocked when he saw Peter screaming at her.

"Peter? Are you trying to give me a heart attack?" She said as she caught her breath, putting the box on the kitchen table.

"Sorry, I saw the mess, I thought you in danger." Peter explained.

"Oh, no, silly . . . I was looking for one the china set that was given to Ben and I for our wedding . . . I wanted to use them for Gwen's special occasion."

"What?" Peter asked, confused.

"Oh don't be silly . . . one of your friends called here. I must say, I am really proud that you and her were able to work things out . . ."

"Who called? what event?" Peter said, nervous.

"He didn't specify. Oh, what was his name . . . it was the man you work with . . . Eddie, that's it . . . he said there was going to be . . ."

Peter gasped, and quickly ran up the stairs into his bedroom, leaving his aunt behind mid-sentence.

"Peter?" She asked.

_Something tells me I don't want to know the real details. He is playing mind games with me. Bringing my aunt into this, and playing with my feelings . . . Eddie is lost in the Symbiote. I know how that stuff changes you, works with your hatred . . . Venom is going after her, I have to stop him._

He opened his closet and inside a small chest was a brand new red and blue Spider-Man costume. Tonight would be the first time he'd wear it. He slipped on the web shooters, gloves, and boots. Along with the rest of the costume. For the first time in several days, he was wearing the classic Spider-Man costume that everyone knew and loved. He felt powerful, it was like he was a new hero, a new person, and he hoped that would be enough to stop Venom.

**Stacy Residence**

Gwen was lying on her bed. She was wearing her casual clothes from school. Her dad was out doing police duties tonight, and she knew she had to eat sometime, but she couldn't eat, she was still stuck in a phone conversation with Thomas, and things were a little rough.

"It's the same situation, Thomas . . . you want to go take photography classes two states away, but I can't catch a modeling gig in L.A.!" Gwen fought back over the phone.

"But Gwen, you go to L.A. and your there for who knows how long, I will only be out for a year max, half a year least, and it's one of the best photography schools out there."

"Glad to know you can do what's best for you." Gwen replied, "How do you expect me to support you when you can't support me and my decisions."

"I support you, but I also support us."

"By leaving the states?"

"I'm not arguing this anymore, I really want to do this . . ."

"Then do it." Gwen said simply, "But don't expect me to answer any calls."

She suddenly heard some buzzing on the other line. He had hung up on her. She threw the phone onto the bed, angry at herself for putting up with it. Thomas and her was always a very quiet relationship. Never getting to serious, because they worked together, it was more of a personal business relationship than anything else. He liked her, and she liked him, but there was never a spark. If anything Gwen used it as a spring board to get back into the dating game.

She wiped her face of a tear or two that began to form and quickly forgot the conversation, leaving her phone on the bed; she went downstairs to the kitchen. As she looked around the room, she saw something move outside the window. She walked outside onto the porch slowly, covering her arms from the brisk wind that gave her a small chill.

She looked to her left, and then her right, not seeing much except some papers blowing in the wind. She walked out a little further into the street. Soon, she turned around and witnessed the face of the alien creature.

"Let me hear you scream!" Venom said.

Gwen screamed loud before her mouth was covered by Venom's monstrous hand, and pulled into his grasp.

**New York Police Station**

Captain George Stacy had quite a hectic week. He was dealing with the aftermath of Spider-Man's antics on the city. He just finished the final transfer of all super villains to the vault, and he had been conversing back and forth with Nick Fury from SHIELD, who continues to pester him about the protection of this city.

"Captain Stacy, we have been out of this picture long enough, I've tried to keep my patience, but I can no longer sit back and watch while New York is torn apart." Fury stated.

"Fury, your concerns are valid but bringing in special agents will only send this city into a panic when there is nothing that we can't handle."

"Can't handle? A large breakout of fugitives occurred during the Vault transfer which I trustfully placed in your hands, and then Spider-Man decides to go rogue and just about murder those fugitives as well as a well-known philanthropist."

"Spider-Man is a wild card, I cannot control him. I have already sent out a warrant for his arrest. Although you and I both know who Fisk really is."

"Fisk may be the Kingpin, but if he is murdered by the vigilante in this city, how does that look in the eyes of New York? No one will care that he is a criminal lord, they will only know that Spider-Man killed him."

"Why do you defend him?"

"For the same reason you used to, Captain." Fury said.

"I think it's obvious this is not the same hero we once trusted with our lives."

"Whether he is or not, I am getting involved in this city and with Spider-Man . . . I'm not watching on the sidelines while you and Spider-Man run this city into the ground."

Suddenly, Captain Stacy was surprised by the sudden appearance of Spider-Man outside his window. He jumped out of his chair, and pulled his weapon. Spider-Man sensed that Captain wasn't showing petty threats with his move. Spider-Man opened the window from the outside.

"Captain Stacy! Stop!" The hero exclaimed from his perch.

"You have a lot of nerve coming here." Stacy said, holding Spider-Man at gunpoint.

"Look, I know I've made some bad choices, but your daughter is in danger, and I need your help to find her!"

"Gwen? How do you know about this?"

"I just do. There's a sadistic creature out there and is going to hurt her if I don't find out where she is!" Spider-Man replied.

Captain Stacy was reluctant to trust him. After all he had seen this past week, there was a little suspicion that crossed his mind, but at the same time he had to remember his daughter was brought up. He lowered his weapon.

"Please tell me you have a way of finding her." Spider-Man asked.

"I'm a police officer, Spider-Man. I go out of my way to make sure my family is protected from the ones that would want to hurt them, or me." Captain Stacy said as he began typing in something on his laptop, "I gave her a necklace for her birthday two years ago . . . with a built in GPS that could track her location."

"Does she know about this?" Spider-Man asked.

"Yes. I'm not a devious father, just a protective one." Captain Stacy replied.

Suddenly, on the map of Manhattan, a small blinking dot appeared over Central Park. In the dead of night, it was the perfect place for Venom to plan his attack. He was setting a trap for Spider-Man, and the hero knew that. But for the sake of Gwen's safety, he had to go.

"Thank you." Spider-Man said as he leapt onto the window sill, he saw captain Stacy grabbing a jacket on the wall, "What are you doing?" He asked.

"Going to save my daughter." Stacy replied.

"Captain, I have seen this guy, you are going to get yourself killed!"

"Are you really going to sit there and tell me that I can't go and get my daughter out of danger . . . I am trusting a vigilante with an arrest warrant out . . . I am going."

Spider-Man didn't like it, but there was no stopping a father's love, and he knew that. He leaped out the window, and swung toward Central Park, while Captain Stacy left his office door, and quickly ran toward his car.

**Central Park**

Normally a beautiful tourist attraction during the day, tonight, it was the hunting grounds for a half man, half alien fueled by the hatred for Peter Parker and Spider-Man. It was hard for Spider-Man to really be able to plan this out. The trees gave him limited height on his travel abilities and without a spider-sense warning him of Venom's presence, he had to keep a sharp eye.

Spider-Man looked over Central Park from a tall building, scouting the area. Venom wasn't shy. He had covered an entire art museum in black webbing to signal where he wanted Spider-Man to go. He just prayed that Gwen was still alive, and that there was still a little bit of sanity left in Eddie Brock to fight against the Symbiote.

He leaped into the park and quickly went from tree to tree, slowly closing in on the museum covered in Symbiote. As he approached it, he could feel his skin beginning to crawl. He had never faced an enemy like this. With no conscience, with similar abilities, only twice as strong, not to mention the other-worldly presence that has consumed the mind of Brock.

He entered through one of the window openings, avoiding the front door, and crawled into the dark and lifeless room. Sculptures filled the area while paintings covered the walls. Spider-Man went for the ceiling, hoping for a stealthier approach. He searched another nearby room; however, it was just the same eerie feeling he had before, with no sign of Venom or Gwen.

Spider-Man leapt off the ceiling onto the floor, keeping his ears and eyes peeled. He could hear a dark cry echo throughout the room. It was Venom for sure, but this was just teasing him. Spider-Man swiveled his head in all directions, trying to pinpoint the voice, but the echo felt as if he was surrounded by him.

"What's wrong little spider . . . afraid?" Venom said, his voice continuing to echo.

"Let her go, Eddie! This isn't you!" Spider-Man replied, shouting.

"You can't sense us, you can't see us . . . we could be anywhere." Venom mocked, "But we . . . We can see you trembling."

Normally Spider-Man was able to keep his cool under stressful situations, but this was different. Venom was pretty close to the truth as Spider-Man continued to walk through the museum. As he neared a hallway, a small door opened to reveal another room. It squeaked open and Spider-Man quickly became in the defensive pose. Slowly, he entered, and saw what he was looking for.

"Gwen!" He said.

Spider-Man was tempted to run right to her, but it wasn't that simple. She was wrapped up in black webbing and stuck to a spider's web that covered an entire wall. There were also two artistic spears attached to webbing on the ceiling. They were aimed at Gwen, and the webbing was pulled tight. Strings of webbing were stretched all over the room, making it impossible to just swing to the other side. Spider-Man looked downward, and there was strings of webbings all over ground. Like lasers in a high secure room. If he were to trip one, it would release the webbing, and Gwen would be impaled.

"Don't take a wrong step, little spider." Venom's voice echoed.

"I'm not playing your games, Eddie!" Spider-Man shouted.

"Eddie Brock is gone, there is only Venom!" The words echoed through the room and sent chills down Peter's spine.

Spider-Man latched onto one of the walls and began crawling toward Gwen. She was out cold for now. He crawled slowly; avoiding any of the web lines that would send the spears straight toward Gwen. He had to be careful, but some of the webs were so clogged, it would be impossible to get through. Spider-Man was lean, but it was that small.

He saw an opening to zip to the other wall, being able to avoid any webs. He shot a line, and crawled along his webs. As he crawled along, he foot tapped one of the black webs. Spider-Man held his breath as he could hear the vibrations travel through every web in the room, proving they were all connected. Luckily, they didn't snap.

He made it to the other wall, and was now half-way to Gwen. He had to plan this out carefully. He had no doubt in his mind that Venom was watching him from somewhere, and if he were to get to Gwen, Venom would have a back-up plan.

Spider-Man continued to crawl on the wall, the ceiling, and even the floor in order to finally reach the end, where Gwen was tied up.

"Gwen?" Spider-Man asked.

All he got was a moan though. She was still out, but quickly coming to consciousness. It would be harder to get her out if she were awake. Spider-Man looked around the room, which consisted of all types of ancient artifacts like spears, swords, and shields.

Spider-Man grabbed a nearby metal shield and put two webs to create a strap for it. It put his arms through the straps so the shield covered his back completely. He then got to work on releasing Gwen from the trap. He grabbed Gwen, and began to yank her off the wall she was attached too. The black webs began to snap as she was released and laid on the ground by Spider-Man.

Spider-Man looked behind him to see every web in the room follow a ripping pattern. It led all the way to the spears hanging on the walls. With no time to jump out of the way, the hero braced for impact with the shield, but to his surprise, the spears just fell to the floor.

Spider-Man opened his eyes with a sigh of relief. He slowly began ripping off the webs from Gwen's trap, and carried her. He left the room, and found that all the rooms he had passed through before were covered in black ooze. No moonlight was allowed through the windows as they were completely covered. The only light source was at the end of the passage where he entered.

"VENOM!" Spider-Man shouted.

"What's the matter? Can't face the darkness?" Venom said.

Spider-Man quickly ran toward his window entrance. He didn't know what to expect as he ran through the darkness. His mind was on constant lookout as he waited for an attack, but when he made to the end, it was just another way of Venom messing with Spider-Man.

"He's playing games with me . . . messing with my mind."

He stood on the window sill carrying a half-conscious Gwen. As he was ready to leap out, a spear shot from out of nowhere and hit him, taking out a large chunk of his leg. Spider-Man gasped as he fell out the window. He cradled Gwen in his arms, and turned his body so he would take the fall. It was only a two story fall, but with a large gash in his leg, it was a painful fall for the superhero.

Spider-Man rolled over, allowing Gwen to lie there, and groaned in pain. There was a large gash in his leg from where the spear hit, and he was bleeding pretty badly. He quickly put pressure on the wound, when up above on the window sill he was on, Venom stood.

"Are you hurt, Spider-Man?" Venom asked sarcastically.

Spider-Man looked up at Venom in anger and pain . . . he also glanced down at Gwen, who was starting to move on her own now.

Venom jumped down from the museum and landed next to Spider-Man, grabbing him by the neck.

"Because I really hope you are . . ." Venom added.

"Why are you doing this?" Spider-Man asked.

"Because you ruined the life of Eddie Brock!" Venom said as he slammed Spider-Man to the ground, "You rejected the Symbiote and the gift it gave!" He yelled, throwing Spider-Man up against the museum stairs, "Now we will show you the kind of pain we went through!"

Venom shot a web line toward Spider-Man and yanked his near lifeless body toward him. He showed his claws and scraped the chest of Spider-Man, tearing off the front part of his costume, along with some portions of his mask.

Spider-Man rolled on the pavement as his bloody body was thrown across by Venom. He wasn't going to give up though, he couldn't. He had to save Gwen. He had to stop this maniac.

"Eddie . . . your corrupted." Spider-Man said weakly, as he tried to get to his feet, "The Symbiote is taking over you . . . you're letting it have control! and it's feeding off your hatred."

". . . and we like it." Venom smiled as he walked toward the wall-crawler, who was bruised and bleeding.

Spider-Man stood strong as Venom approached. He started on the offense with a quick right hook to the face, but Venom merely laughed as he took it and socked the hero in the gut. Spider-Man crouched below, and Venom grabbed him by the neck once more.

"Now we want to look into the eyes of Peter Parker as we watch you die." Venom said, as he pulled off his mask and threw it toward the ground.

As Venom went in for the lethal blow, Spider-Man got one last look at Gwen Stacy, who was moving on the ground now, trying to gain her strength.

He shot two web lines at lampposts on the opposite sides of the pavements, and with all his strength, pulled them out of the ground. Venom was forced to take the hit, but the impact was just enough to loosen his grip on Peter.

He picked up the metal lamppost on the ground, and swung it like a baseball bat at Venom. The lamppost struck his face, causing Symbiote strands to rip off from him. Venom took a hit that sent him crashing through a tree, and into a metal fence. The vibrations of the fence caused some pain for the Symbiote, and stunned him for the time being.

Peter dropped the lamppost and turned around to see Gwen standing on the steps of the museum. She had a look of awe in her face, but also of concern.

"Gwen." Peter said, running and limping over to her, "I'm so glad you're alright."

"Peter . . ." She said, staring at him as if she had seen a ghost.

Peter grabbed her at the arms, "Gwen, I need you to get out of here now!"

"You're Spider-Man . . .?" she said in shock.

Peter looked back at Venom was recovering from the hit and quickly heading back to the museum.

"I know . . . I have a lot to explain, but if we wait any longer, I may not be able to . . ."

"But . . . Peter!"

"Gwen, Go!" Peter shouted.

Gwen watched as Venom was coming back their way. She didn't understand anything at this point. As she backed up, Gwen slowly slid off to Peter's arm, and grasped his hand. Peter smiled and then let go and turned around to face Venom, who was rampaging toward him. Gwen ran back towards the front of the museum out of the battlegrounds.

Peter looked into Venom's horrific eyes, and prepared for defensive maneuvers, or at least what his broken body would allow him to do. Venom went for slash after slash. Peter barely dodged the first few, and got scraped in the arm on the third one. His body ached with every way he turned his body. After getting hit, it left an opening for Venom. He grabbed him around the waist, and tossed him over his head.

Gwen covered her mouth as she watched Peter endure the fight. This was all so new to her. Peter Parker was Spider-Man. She met Spider-Man, she loved Spider-Man. Part of her was going through all these memories, and even some things started to make sense. His tardiness, his tiredness . . . he was a part-time superhero.

Peter landed near the two downed lampposts, and slowly recovered, grabbing one lamppost in each hand.

"You aren't going to get us again." Venom growled.

"Wanna take that bet?" Peter replied.

He lifted up both metal lampposts, and slammed them to the ground. The approaching Venom stalled in his attack and screamed violently. This brought back some painful memories of the night before for Peter, but he had to stop this creature of hate.

Venom fought through the pain as much as possible, resorting to crawling toward Spider-Man. Peter pounded the posts once more. The Symbiote struggled and screamed and was beginning to separate from Brock, which was evident by the scream of Eddie, who was also feeling the Symbiotes pain.

Peter dropped the posts, and did a roundhouse kick to Venom's face. Eddie was knocked back onto the ground, covered in the Symbiote, but he was no longer the monster.

"You can't do this!" Eddie said, no longer having the echoing scream of Venom, "You can't have it back! It's mine! The Symbiote is mine! I want the power!" Eddie struggled madly as the Symbiote tried to stay connected with Brock.

Peter shot a web line at one of the lampposts, and prepared to bring the final blow. Eddie's face was slowly being covered by the Venom Symbiote as it recovered, but Peter wouldn't have it. He slammed the bottom of the pole so hard it crashed through the pavement, and vibrated throughout the ground.

Eddie and the Symbiote screamed as the alien began to shrink and shrivel up in pain. It slowly peeled off of Eddie and fell lifelessly to the ground. It was lacking strength to fight back. The sounds were so loud, and hate was no more as Eddie fell back unconscious.

Peter webbed his mask that was lying near the museum and yanked it into his hands. He scooped up the lifeless alien, trapping it inside. He tied up the bottom of the mask to make sure it couldn't escape.

He walked over toward the lake, and slowly drowned the mask until it sank to the bottom out of visual range.

"Good riddance." Peter said to himself. He clinched his fists as he remembered all that the creature had done to him. How it got into his head, and then messed with it. Threatened him and his friends, caused him physical and emotional pain. But now he was free. The alien was gone forever, and it's in the past.

He turned around as Gwen was running up to him. They hugged each other tightly as police sirens could be heard in the distance.

"That will be your father." Peter said.

"Your bleeding." Gwen said as she looked over his destroyed costume and bleeding body.

"I'll be fine . . . I always am." He said with a smirk.

Gwen looked at him with sadness as she watched what he had done and how he put himself in harm's way to save her.

"Don't go . . ." Gwen said, holding both of his hands.

"I have to. Your father will be looking for me . . ."

"But you . . ."

"I made some mistakes . . . and I have to pay for them . . ."

"I don't understand!" Gwen replied.

"I don't expect you too . . ." He said, releasing her hand, and running away into the darker part of the park, eventually swinging off into the distance. Gwen watched in awe as he swung off. A few tears began to fall from her eyes as all these emotions were felt.

Moments later, Captain Stacy arrived by himself. He wrapped his arms around her as she began crying. After making sure the area was still secure, and of course the story supplied by his daughter on what had happened, he arrested Eddie Brock. When he awakened he was mad. His mind was completely shattered and he was delirious. His mind was so attached to the Symbiote that when it was forcefully removed, it left his mind in pieces, but there was no healing this time, the alien was at the bottom of the river, never to see the light of day again.

**The Next Morning – Parker Household**

Peter slowly sat up in his bed. He had never taken this bad of a beating before, and it was going to be much tougher hiding this from Aunt May and everyone at school. Usually he would slap a little make-up to hide a bruise, or bandage up a large cut, but his whole body was aching this morning. Not only was he physically hurt, but emotionally as well.

It would take a while to recover from what had gone on. His dealings with his Uncle's Killer, his fights with Mary Jane, he felt guilty and wasn't sure how to handle it exactly. If he could just explain everything it would be so easy, but at this point, she didn't even want to hear it.

He crawled out of bed, tossing his shredded costume lying on the floor into the closet. He slipped on clothes that covered his skin, and tried to patch up some cuts on his face, but it was easier said than done.

His morning schedule was quickly interrupted by the ringing of a door bell. He looked outside the window, once again, not seeing anyone or any vehicle.

"Peter! It's for you!" Aunt May said from below.

Peter knew who it was immediately. He walked downstairs slowly and saw Gwen standing in the doorway, carrying a book bag over her shoulder. Peter limped over to her, and closed the front door behind him.

"Hi, Peter." She greeted.

"Hey . . ." He replied.

"You feeling alright?" She asked, noticing the limping and make-up on his face.

"I'm a little sore." He replied, leaning up against the porch supports.

"I imagine so . . ." She said, "How . . . how did this happen? You know . . . the whole powers thing . . ."

"It's a long story, Gwen . . . and to be honest, I don't know a lot about it . . . but it's who I am . . . Spider-Man."

"It's amazing." Gwen said.

Peter budged a little, adjusting to the pain, "Ow . . ." He moaned. Gwen stepped in to help him sit down on the porch steps.

"Thanks . . ."

"Sure." She smiled.

"So, what's with the costume?" She asked.

"You just went there." Peter replied with a laugh, which caused his back to hurt.

"Okay, well since you don't want to talk about that, what would you like to talk about?"

Peter stared into the sidewalk, "How about how I tried to avoid the fact that you're the one I was always thinking about, or always wanted to be with, ever since we met."

Gwen smiled as he shared his feelings once more.

"This is long overdue, Gwen . . . you told me you loved me, and you should know that I feel the same . . . I tried to hide those feelings for our sake . . . but I have to make the right choices . . ."

Peter looked over to Gwen who was listening intently. She scooted toward him as he continued talking, ". . . so, Gwen . . . would you like to go out sometime?"

"Will you take me swinging?" She asked with a smile on her face.

"Anytime." He responded.

She grabbed his hand tightly and he responded the same. He leaned in and kissed her. There was a spark in the air as their lips met for the first time in a while. It was the moment they had been waiting for a long time, and it was finally here. For Peter though, after going through such a long, dark tunnel, it was nice to finally reach the light in the end.

* * *

**AN: Well that's it folks! The final chapter of the Marvelous Spider-Man! It has been a ride from start to finish! I want to think everyone who read this story, for their support and their reviews! I appreciate every one of them namely MarvelMaster616 and ZeroBen who went out of their way to review every issue they read. They've been dedicated fans and I definitely mean it when I say it meant so much to read their feedback for every post. I think this series and its characters have grown tremendously from the beginning and I couldn't be happier with how it's gone . . . I guess the next question is . . . how many of you want to see a "Marvelous Spider-Man 2" Let me know! Thanks for reading!**

**MW03**


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